Common use of Purchaser’s Representations and Warranties Clause in Contracts

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closing: A. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. Purchaser (a) Purchaser: (i) is a limited liability company corporation duly organized, validly existing existing, and in good standing under the laws of the state State of its formation, Texas; (ii) is authorized duly qualified to transact business in each jurisdiction where the state where nature and extent of its Land is locatedbusiness and properties require the same in order for it to perform its obligations under this Agreement; and (iii) possesses all requisite authority, power, licenses, permits, and has franchises to conduct its business and execute, deliver, and comply with the full terms and unrestricted power and authority to execute and deliver provisions of this Agreement and any other document, instrument, or agreement provided for herein, all other documents required of which have been duly authorized and approved by all necessary corporate action and for which no further approval or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documentsconsent is required. B. (b) The execution and delivery consummation of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this AgreementAgreement will not violate, directly or indirectly, be in conflict with (i) any agreement or instrument to which Purchaser is a party; or (ii) any judgment or decree applicable to Purchaser as a party in interest with respect thereto. (c) This Agreement has been duly executed and delivered on behalf of Purchaser, and at the Closing, all documents and instruments required hereunder to be executed and delivered by Purchaser (or its assignees) shall have been duly executed and delivered. (d) Subject to the conditions herein, Purchaser has or will have at Closing (i) the financial capability or (ii) commitments from responsible financial institutions to provide the funds required by Purchaser, to pay the Purchase Price and consummate the transaction contemplated hereby within the time period contemplated herein. (e) Purchaser either has performed, or prior to closing will perform, whatever inspection of the Property and Seller's title thereto that Purchaser deems appropriate and knows the condition thereof and is purchasing the Property as a result of such inspections and not because of, or in reliance on, any representation or warranty made by Seller other than those expressly set forth in this Agreement. (f) In the event the Purchase Price is adjusted down at Closing, based upon any unpaid taxes as set forth in Paragraph 4(b)(2) hereof (the "Tax Adjustment"), Purchaser agrees to timely make payment (equivalent to the Tax Adjustment) to such person, group, entity or nationtaxing authorities as may be appropriate.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that: (i) Purchaser is an Ohio corporation, which representations duly organized and warranties shall be true and correct as validly existing pursuant to the law of the date jurisdiction of Closing:its organization. A. (ii) Purchaser is a limited liability company duly organized, validly existing authorized and in good standing under the laws of the state empowered to enter into this Agreement and perform all of its formationobligations under this Agreement without any qualification whatsoever. (iii) No consent or approval of any third party (including without limitation, any governmental or quasi-governmental authority) is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority or was required by Purchaser to execute and deliver this Agreement or consummate this transaction. (iv) Upon the signing and all other documents required or contemplated by the terms delivery of this Agreement, it will be legally binding upon Purchaser in accordance with all of its provisions, except as such provisions may be qualified or limited by bankruptcy, creditor's rights and equitable principles. (v) The person signing this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. on behalf of Purchaser has taken all requisite company action required been duly authorized to authorize sign and deliver this Agreement on behalf of Purchaser. (vi) To the appropriate member(sbest of Purchaser's Knowledge (as hereinafter defined), manager(s) Purchaser has not committed any act or officer(s) permitted any action to be taken which would materially adversely affect its ability to perform all of Purchaser to execute and deliver the Purchaser Documentsits obligations under this Agreement. B. (vii) The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance Purchaser's performance of it obligations under this Agreement shall not conflict with the provisions any law, statute, ordinance, regulation, order, directive or decree of such documents by Purchaser will not violate the provisions of the limited liability company any governmental or quasi-governmental authority or any contract, other agreement or any other such similar document or rule regarding Purchaser, or any agreement obligation to which Purchaser is subject a party or by which Purchaser is otherwise bound. C. No insolvency proceeding (viii) Except for Eugexx Xxxxxx xxx Chadxxxx & Xaylxx, xxither Purchaser nor its agents have dealt with any broker, finder or petition other person in bankruptcy connection with this transaction who is entitled to any Commission or for similar payment as a result of the appointment acts of a receiver has been filed Purchaser or its agents. (ix) All copies of documents furnished or to be furnished to Seller by Purchaser or against Purchaser on its behalf in connection with this transaction are true and complete copies of the originals. The term Purchaser's Knowledge, when used in the context of "to the best of Purchaser's Knowledge" (nor is Purchaser contemplating or any such filingderivative form thereof) shall mean the actual (written or oral), Purchaser has not made an assignment for the benefit imputed, knowledge of creditors or filed a petition forScotx Xxxxxxxx, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become dueXxmex X. Xxxxxx xx Joan X. Xxxxxxx. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of to the date of ClosingCorporation that: A. (a) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and all requisite authority to execute and deliver this Subscription Agreement and all other documents required or contemplated to observe and perform its covenants and obligations hereunder and, upon acceptance by the terms of Corporation, this Subscription Agreement (collectivelywill constitute a legal, the “Purchaser Documents”) valid and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery binding agreement of the Purchaser Documents by enforceable against the Purchaser in accordance with its terms and compliance with the provisions of such documents by Purchaser will not violate the provisions result in a violation of the limited liability company agreement or any other such similar document create a state of facts which, after notice, lapse of time or rule regarding Purchaserboth, would constitute a default or breach of any agreement to which the Purchaser is subject a party or by which it is bound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or any decree, order, statute, rule or regulation applicable to the Purchaser; (b) The Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or a resident of the jurisdiction referred to under “Name and Address of Purchaser” set out on the signature page hereto and is not a resident of any other jurisdiction nor is it purchasing the Purchaser’s Shares for the appointment account or benefit of a receiver has been filed by or against Purchaser resident of any other jurisdiction; (nor is Purchaser contemplating any such filing), c) The Purchaser has not made such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an assignment investment in the Purchaser’s Shares and that he, she or it is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser is purchasing the Preferred Shares for the benefit Purchaser’s own account, for investment purposes only and not with a view to any resale or distribution thereof and the Purchaser does not have any contracts, understandings, agreements or arrangements with any person or entity to sell, transfer or grant a participation interest with respect to any of creditors the Preferred Shares; (d) The Purchaser is an “accredited investor” as such term is defined in National Instrument 45-106–Prospectus and Registration Exemptions and specifically represents and warrants that one or filed a petition for, or entered into an arrangement with, creditorsmore of the categories set forth in the Accredited Investor Status Certificate correctly, and in all respects, describes the Purchaser, and will describe the Purchaser as at Closing, and the Purchaser has not failed generally so indicated by marking the box next to pay the category which so describes it and executing and delivering a copy of the Accredited Investor Status Certificate; (e) The Purchaser, if a United States resident, is an “accredited investor” within the meaning of Regulation D under the United States Securities Act, and specifically represents and warrants that one or more of the categories set forth in the Accredited Investor Questionnaire attached hereto as Schedule B correctly, and in all respects, describes the Purchaser, and will describe the Purchaser as at Closing, and the Purchaser has so indicated by marking the box next to the category which so describes it and executing and delivering a copy of the Accredited Investor Questionnaire; (f) The Purchaser will execute and deliver within the applicable time periods all documentation as may be required by applicable Securities Laws to permit the purchase of the Preferred Shares on the terms herein set forth; (g) If required by applicable securities legislation, policy or order of a securities regulatory authority, stock exchange or other regulatory authority, the Purchaser will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issuance of the Preferred Shares as may be required; (h) The Purchaser acknowledges that the investment in the securities of the Corporation may have tax consequences to the Purchaser under applicable law, which the Purchaser is solely responsible for determining. The Purchaser acknowledges and agrees that the Purchaser is responsible for obtaining its debts as they become due.own legal and tax advice; D. Neither Purchaser nor (i) None of the funds being used to purchase the Purchaser’s Shares are to the Purchaser’s knowledge any person, group, entity proceeds obtained or nation that Purchaser is acting, derived directly or indirectlyindirectly as a result of illegal activities. The funds being used to purchase the Purchaser’s Shares which will be advanced by the Purchaser to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTFA”) and the Purchaser acknowledges that the Corporation may in the future be required by law to disclose the Purchaser’s name and other information relating to this Subscription Agreement and the Purchaser’s subscription hereunder, foron a confidential basis, pursuant to the PCMLTFA. To the best of its knowledge, none of the funds to be provided by the Purchaser or the beneficial purchaser are being tendered on behalf of, is named by of a person or entity who has not been identified to the Purchaser. The Purchaser covenants to promptly notify the Corporation if the Purchaser discovers that any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten of such representations ceases to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Controlbe true, and to provide the Corporation with appropriate information in connection therewith; (j) The Purchaser is does not engaging have knowledge of a material fact or material change with respect to the Corporation that has not been generally disclosed; and (k) No person has made any written or oral representation to the Purchaser: (i) that any person will resell or repurchase the Preferred Shares; (ii) that any person will refund the purchase price of the Preferred Shares other than as provided in this Subscription Agreement; or (iii) relating to the Closing, directly future price or indirectly, on behalf of, or instigating or facilitating value of the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationPreferred Shares.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of to the date of ClosingCorporation that: A. (a) The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and all requisite authority to execute and deliver this Subscription Agreement and all other documents required or contemplated to observe and perform its covenants and obligations hereunder and, upon acceptance by the terms of Corporation, this Subscription Agreement (collectivelywill constitute a legal, the “Purchaser Documents”) valid and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery binding agreement of the Purchaser Documents by enforceable against the Purchaser in accordance with its terms and compliance with the provisions of such documents by Purchaser will not violate the provisions result in a violation of the limited liability company agreement or any other such similar document create a state of facts which, after notice, lapse of time or rule regarding Purchaserboth, would constitute a default or breach of any agreement to which the Purchaser is subject a party or by which it is bound or any law applicable to the Purchaser or any judgment, law applicable to the Purchaser or any decree, order, statute, rule or regulation applicable to the Purchaser; (b) The Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or a resident of the jurisdiction referred to under “Name and Address of Purchaser” set out on the signature page hereto and is not a resident of any other jurisdiction nor is it purchasing the Purchaser’s Shares for the appointment account or benefit of a receiver has been filed by or against Purchaser resident of any other jurisdiction; (nor is Purchaser contemplating any such filing), c) The Purchaser has not made such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an assignment investment in the Purchaser’s Shares and that it is able to bear the economic risk of such investment for an indefinite period of time. The Purchaser is purchasing the Preferred Shares for the benefit Purchaser’s own account, for investment purposes only and not with a view to any resale or distribution thereof and the Purchaser does not have any contracts, understandings, agreements or arrangements with any person or entity to sell, transfer or grant a participation interest with respect to any of creditors or filed a petition for, or entered into the Preferred Shares; (d) The Purchaser is an arrangement with, creditors“accredited investor” within the meaning of Regulation D under the Securities Act, and specifically represents and warrants that one or more of the categories set forth in the Accredited Investor Questionnaire attached hereto as Schedule A correctly, and in all respects, describes the Purchaser and the Purchaser has not failed generally so indicated by marking the box next to pay its debts the category which so describes it and executing and delivering a copy of the Accredited Investor Questionnaire; (e) The Purchaser will execute and deliver within the applicable time periods all documentation as they become due.may be required by applicable Securities Laws to permit the purchase of the Preferred Shares on the terms herein set forth; D. Neither (f) If required by applicable securities legislation, policy or order of a securities regulatory authority, stock exchange or other regulatory authority, the Purchaser nor will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to Purchaser’s knowledge any personthe issuance of the Preferred Shares, groupas may be required; (g) The Purchaser acknowledges that the investment in the securities of the Corporation may have tax consequences to the Purchaser under applicable law, entity or nation that which the Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including solely responsible for determining. The Purchaser acknowledges and agrees that the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is responsible for obtaining its own legal and tax advice; (h) The Purchaser does not engaging have knowledge of a material fact or material change with respect to the Corporation that has not been generally disclosed; and (i) No person has made any written or oral representation to the Purchaser: (i) that any person will resell or repurchase the Preferred Shares; (ii) that any person will refund the purchase price of the Preferred Shares other than as provided in this Subscription Agreement; or (iii) relating to the Closing, directly future price or indirectly, on behalf of, or instigating or facilitating value of the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationPreferred Shares.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants to the Company, as follows, which representations and warranties shall be that are true and correct as of the date of Closingthis offer and will be true as of the Closing Date, that: A. (a) Authorization and Effectiveness. If the Purchaser is a limited liability company duly organizedcorporation, validly or other unincorporated entity, the Purchaser is a valid and existing and in good standing under the laws of the state of its formationentity, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power necessary capacity and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) offer and to consummate the transactions contemplated herein. Purchaser observe and perform its covenants and obligations hereunder and has taken all requisite company necessary corporate action required to authorize in respect thereof. If the appropriate member(s)Purchaser is an individual, manager(s) partnership, syndicate or officer(s) other form of unincorporated organization, the Purchaser has the necessary legal capacity and authority to execute and deliver this offer and to observe and perform its covenants and obligations hereunder and has obtained all necessary approvals in respect thereof. In either case, whether the Purchaser Documents. B. The execution is a corporation, individual, or an unincorporated entity, upon acceptance by the Company, this offer will constitute a legal, valid and delivery binding contract of the Purchaser Documents by enforceable against the Purchaser in accordance with its terms and compliance with the provisions of such documents by Purchaser will not violate the provisions result in a violation of any of the limited liability company agreement Purchaser's constating documents, or any other such similar document or rule regarding Purchaserequivalent, or any agreement to which the Purchaser is subject a party or by which it is bound; (b) Residence. The Purchaser is bound. C. No insolvency proceeding a resident of the jurisdiction referred to under "Name and Address of Purchaser" set out on the face page hereof and: (i) is not a U.S. Person or petition in bankruptcy or for the appointment a resident of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as nor is it purchasing the Shares for the account or benefit of a terrorist, “Specially Designated National and Blocked Person,” U.S. Person or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by resident of the Office of Foreign Assets Control, and Purchaser is United States; (ii) was not engaging offered the Shares in the Closing, directly United States; and (iii) did not execute or indirectly, on behalf of, or instigating or facilitating deliver this Subscription Agreement in the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.United States;

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. 8.2.1 Purchaser is not insolvent or bankrupt. 8.2.2 Purchaser is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is locatedDelaware, and Purchaser has the full right and unrestricted authority to enter into this Agreement and to consummate the sale, transfer and assignment contemplated herein, and the person or persons signatory to this Agreement and any document executed pursuant hereto on behalf of Purchaser have full power and authority to execute bind Purchaser. 8.2.3 No consent, approval, authorization, registration, qualification, designation, declaration or filing with any governmental authority is required in connection with the execution and deliver delivery of this Agreement by Purchaser. 8.2.4 Execution of this Agreement and all other documents required or contemplated by the terms of executed pursuant to this Agreement (collectivelyAgreement, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents performance by Purchaser and compliance with the provisions of such documents by Purchaser its obligations hereunder, will not breach or violate the provisions of the limited liability company agreement or any other such similar document agreement, court order or rule regarding Purchaser, or any agreement to which Purchaser is subject or other arrangement by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against 8.2.5 Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditorsnot, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any personknowledge, group, entity or nation that no affiliate of Purchaser is acting, directly or indirectly, foris, or has been determined by the U.S. Secretary of the Treasury to be acting on behalf ofof a Blocked Person, is named by any Executive Order or has otherwise been designated as a person (including i) with whom an entity organized under the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or laws of the United States Treasury Department (or a state hereof) is prohibited from entering into transactions or (ii) from whom such an entity is prohibited from receiving money or other property or interests in property. In addition, neither Purchaser nor any affiliate of Purchaser is located in, or operating from, a country subject to U.S. economic sanctions administered by OFAC. The foregoing representation and warranty contained in this Section 8.2.3 shall not be deemed to include any representation or warranty as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office shareholder of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationPurchaser’s ultimate parent.

Purchaser’s Representations and Warranties. Each individual entity comprising In addition to Purchaser's representations and warranties under the Servicing Agreement, and as an inducement to itself onlySeller to enter into this Agreement, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date hereof, as of Closingeach Closing Date and each Transfer Date: A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is locatedas a federally chartered savings bank, and has the full and unrestricted power and authority to execute and deliver this Agreement has been duly and validly authorized by all necessary action on the part of Purchaser, and is the valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, and other documents required or contemplated similar laws relating to creditors' rights generally and by the terms general principles of equity. (b) The execution, delivery and performance of this Agreement (collectivelyby Purchaser, Purchaser's compliance with the “Purchaser Documents”) terms hereof and to consummate consummation of the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser hereby will not violate the provisions of the limited liability company violate, conflict with, result in a breach of, constitute a default under, be prohibited by or require any additional approval under, its charter, bylaws, or any material agreement or other instrument to which Purchaser is a party or by which it or any other such similar document material portion of its property is bound, or rule regarding any federal, state or local statute, regulation or ordinance applicable to Purchaser, or any agreement order of any federal or state court or regulatory agency applicable to which Purchaser is subject or by which Purchaser is boundPurchaser. C. No insolvency proceeding or petition (c) Purchaser satisfies all of the criteria specified in bankruptcy or the Servicing Agreement for eligibility as a servicer and is fully capable of servicing all of the appointment Mortgage Loans in accordance with the requirements of a receiver has been filed by or against Purchaser the Servicing Agreement. (nor is Purchaser contemplating any such filing), d) Purchaser has not made an assignment received all federal, state and local governmental and regulatory licenses, permits and other authorizations required in order for it to service the benefit of creditors Mortgage Loans in accordance with the Servicing Agreement (e) No finder's fees, commissions or filed a petition for, other similar payments are or entered into an arrangement with, creditors, and Purchaser has not failed generally will be required to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant be paid to any law that is enforced person or administered by the Office entity on account of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement. (f) Purchaser knows of no litigation, directly claim proceeding or indirectlygovernmental investigation pending or threatened against Purchaser, on behalf ofwhich, any such personin the opinion of Purchaser, group, entity may materially and adversely affect Purchaser's ability to perform its obligations hereunder or nationunder the agreements or instruments required by this Agreement to be executed by Purchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that: (a) Purchaser has the power, which representations right and warranties shall be true authority to enter into and correct as perform all of the date obligations required of Closing:Purchaser under this Agreement and the instruments and documents referenced herein, and to consummate the transaction contemplated hereby. A. (b) Purchaser has taken all requisite action and obtained all requisite consents, releases and permissions in connection with entering into this Agreement and the instruments and documents referenced herein or required under any covenant, agreement, encumbrance, law or regulation with respect to the obligations required hereunder. (c) Purchaser is a corporation, partnership, limited liability company company, trust or other type of business organization that is duly organized, validly existing and in good standing under the laws of the state of its formation, in which it was organized and Purchaser is authorized (or will at Closing be) qualified to transact do business in the state where its Land jurisdictions in which the Property is located. (d) This Agreement is, and has the full all agreements, instruments and unrestricted power documents to be executed and authority delivered by Purchaser pursuant to execute and deliver this Agreement shall be, duly authorized, executed and delivered by Purchaser. This Agreement is, and all other agreements, instruments and documents required or contemplated to be executed and delivered by Purchaser pursuant to this Agreement shall be, valid and legally binding upon Purchaser and enforceable in accordance with their respective terms. (e) Neither the terms execution of this Agreement (collectively, nor the “Purchaser Documents”) and to consummate consummation of the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) hereby does now constitute or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchasershall result in a breach of, or a default under, any agreement agreement, document, instrument or other obligation to which Purchaser is subject a party or by which Purchaser is bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Purchaser. C. (f) No insolvency proceeding or petition in bankruptcy (voluntary or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filingotherwise), Purchaser has not made an assignment for the benefit of creditors or filed a petition forcreditors, or entered into an petition seeking reorganization or arrangement withor other action under federal or state bankruptcy law is pending against or, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to the best of Purchaser’s knowledge any personknowledge, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationPurchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto, which representations and warranties covenants with, Seller that the following matters are and shall be true and correct as of the date hereof and as of Closingthe Closing Date: A. 9.2.1 Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formationDelaware, is authorized qualified to transact do business and in good standing in the state where its Land in which the Project is located, and has the full and unrestricted all requisite power and authority authority, without the consent of any party, to execute and deliver purchase the Project, to enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate carry out the transactions contemplated herein. Purchaser hereby, and has taken all requisite company action required power and authority, without the consent of any party, to authorize enter into the appropriate member(s), manager(s) or officer(s) of Purchaser Lease and to execute and deliver carry out the Purchaser Documentstransactions contemplated thereby as Lessor. B. 9.2.2 The execution and delivery of this Agreement by the signatory or signatories hereto on behalf of Purchaser Documents and the performance of this Agreement by Purchaser have been duly authorized by Purchaser and compliance this Agreement is binding on Purchaser and enforceable against Purchaser in accordance with its terms. No consent of any partner, member, shareholder, beneficiary, creditor or investor of Purchaser or any judicial or administrative body, governmental authority or other party to such execution, delivery and performance is required. Neither the provisions execution of such documents by Purchaser will not violate this Agreement nor the provisions consummation of the limited liability company agreement transactions contemplated hereby will (i) result in a breach of, default under or any other such similar document or rule regarding Purchaser, or acceleration of any agreement to which Purchaser is subject a party or by which Purchaser is boundbound or (ii) violate any restriction, court order or agreement to which Purchaser is subject. C. 9.2.3 There are no pending or, to the best of Purchaser's knowledge, threatened judicial or administrative proceedings or governmental investigations affecting Purchaser or in which Purchaser is or will be a party which will affect Purchaser's ability to consummate this transaction or perform its obligation hereunder or under the Lease. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing)attachments, Purchaser has not made an assignment execution proceedings, assignments for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and insolvency, bankruptcy, reorganization or other proceedings are pending or, to the best of Purchaser's knowledge, threatened against Purchaser has not failed generally to pay its debts as they become duenor are any of such proceedings contemplated by Purchaser. D. Neither 9.2.4 The representations and warranties, if any, made by Purchaser nor to Purchaser’s knowledge any person, group, entity as "Landlord" under the Lease are true and correct as of the date hereof or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property will be true and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department correct as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby (a) Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingthat: A. (i) Purchaser has full power and authority to enter into and perform this Agreement in accordance with its terms. Purchaser is a limited liability company duly organized, validly existing organized and in good standing under the laws of the state State of its formationFlorida. All requisite action (corporate, is authorized trust, partnership or otherwise) has been taken by Purchaser in connection with this Agreement or shall have been taken on or prior to transact business in the state where its Land is locatedClosing Date. Purchaser’s execution, delivery, and has performance of this Agreement have been duly authorized and all required consents or approvals have been obtained. The individuals executing this Agreement on behalf of Purchaser have the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by bind Purchaser to the terms and conditions of this Agreement; (ii) This Agreement is a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally; and (collectively, the “iii) Purchaser Documents”) is not a person or entity with whom United States persons or entities are restricted or prohibited from doing business under OFAC (including those named on OFAC’s Specially Designated and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(sBlocked Persons List) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or under any other such similar document or rule regarding Purchaserstatute, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (iv) The Company is, and always has been, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of its organization. The Company has the requisite limited liability company power and authority to own, operate, lease, and encumber its assets and to carry on the Business as it has been and is now being conducted. (v) Neither the Purchaser nor the Company have: (A) filed any voluntary or had involuntarily filed against it in any court or with any governmental body pursuant to any statute either of the United States Treasury Department as or of any State, a terroristpetition in bankruptcy or insolvency or seeking to effect any plan or other arrangement with creditors, “Specially Designated National and Blocked Person,” or is otherwise seeking the appointment of a banned receiver; (B) had a receiver, conservator, or blocked personliquidating agent or similar person appointed for all or a substantial portion of its assets; (C) suffered the attachment or other judicial seizure of all, group, entity or nation pursuant substantially all of its assets; (D) given notice to any law that person or governmental body of insolvency; or (E) made an assignment for the benefit of its creditors or taken any other similar action for the protection or benefit of its creditors. Neither the Purchaser nor the Company is enforced insolvent or administered will be rendered insolvent by the Office consummation of Foreign Assets Controlthe transactions under this Agreement; (vi) There are no investment bankers, and Purchaser is not engaging in the Closingbrokers, directly finders or indirectly, other intermediaries that have been retained by or are authorized to act on behalf of, of Purchaser or instigating are entitled to any fee or facilitating commission in connection with the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationhereby.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserIn order to induce the Company to enter into this Agreement and sell the Stock, as Purchaser makes the following representations and warranties to itself only, hereby represents the Company and warrants as followsthe Company, which representations and warranties shall be true and correct as of the Closing Date as well as the date of Closing:hereof A. 4.1 Purchaser is a limited liability company duly organizedhas all requisite right, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken hereby including the full legal right and power and all requisite company action authority and approval required to authorize the appropriate member(s), manager(s(a) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The deliver, or authorize execution and delivery of this Agreement and all other instruments executed and delivered by or on behalf of the Purchaser Documents by Purchaser and compliance in connection with the provisions of such documents by Purchaser will not violate the provisions purchase of the limited liability company agreement or any other Shares, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such similar document or rule regarding Purchaser, or any agreement to which Shares. Purchaser represents that the signature of the party signing this Agreement on behalf of the Purchaser is subject binding upon the Purchaser. Neither the Purchaser’s execution and delivery of this Agreement nor its consummation of the transactions contemplated hereby requires the approval or by which Purchaser is boundconsent of any third party. C. No insolvency proceeding or petition 4.2 This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in bankruptcy or for the appointment of a receiver accordance with its terms. 4.3 The Purchaser has been filed by or against Purchaser (nor furnished with and has carefully read this Agreement and is Purchaser contemplating any such filing)familiar with and understands the terms thereof. In evaluating the suitability of an interest in the Company, the Purchaser has not made an assignment for relied upon any representations or other information (whether oral or written) from the benefit Company (or any agent or representative of creditors or filed a petition forthe Company), or entered into an arrangement withother than as set forth in this Agreement. With respect to individual tax and other economic considerations involved in this investment, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in relying on this Agreement or the ClosingCompany (or any agent or representative of the Company). The Purchaser has carefully considered and has discussed with the Purchaser’s professional legal, directly tax, accounting and financial advisers the suitability of a purchase of the Shares for the Purchaser’s particular tax and financial situation and has determined that the Shares being purchased by the Purchaser is a suitable investment for the Purchaser. 4.4 The Purchaser acknowledges on its behalf that (i) it has had the right to request copies of any documents, records and books pertaining to this investment and (ii) such documents, records and books which it has requested have been made available to the Purchaser (or indirectly, its agent or representative). 4.5 The Purchaser (or its agent or representative) has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of, or instigating or facilitating of the transactions contemplated by Company concerning the subject matter of this Agreement and all such questions have been answered to the fill satisfaction of the Purchaser. 4.6 No representations of any kind have been made other than those set forth in this Agreement. 4.7 The Purchaser has such knowledge and experience in financial, directly or indirectlytax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with the purchase of the Shares to evaluate the merits and risks of a purchase of the Shares and to make an informed investment decision with respect thereto. 4.8 Purchaser represents and warrants that the information set forth herein concerning the Purchaser is complete, on behalf of, any such person, group, entity or nationtrue and correct.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing standing, under the laws of the its state or other jurisdiction of its formation, is authorized to transact business in the state where its Land is located, and incorporation. (b) Purchaser has the full and unrestricted corporate power and authority to execute enter into and deliver perform (i) this Agreement and (ii) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). All corporate and other documents actions or proceedings to be taken by or on the part of the Purchaser to authorize and permit the execution and delivery by Purchaser of this Agreement and the instruments required to be executed and delivered by Purchaser pursuant hereto, the performance by Purchaser of its obligations hereunder, and the consummation by Purchaser of the transactions contemplated herein, have been duly and properly taken. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation the Purchaser, enforceable in accordance with its terms and conditions. (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority is required for the execution and delivery by the Purchaser of this Agreement and Purchaser's Ancillary Documents, and the consummation by Purchaser of the transactions contemplated by this Agreement and Purchaser's Ancillary Documents. (d) Neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Incorporation or By-laws or of any statute or administrative regulation to which either Purchaser is subject, or of any order, writ, injunction, judgment or decree of any court or governmental authority known to Purchaser to which such party is bound or subject. (e) Purchaser is not a party to any unexpired, undischarged or unsatisfied written contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of this Agreement (collectivelywill be a material default or event of acceleration, or grounds for immediate termination, or whereby timely performance by Purchaser according to the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) terms of Purchaser to execute and deliver the Purchaser Documentsthis Agreement may be prohibited. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. f) Neither Purchaser nor any of its Affiliates has knowledge of any person or entity who is entitled to Purchaser’s knowledge a broker's commission, finder's fee, investment banker's fee or similar payment from Seller for arranging the transaction contemplated hereby or introducing the parties to each other. As used in this Agreement, an "Affiliate" means, as to any person, group, entity or nation that Purchaser is actingany other person that, directly or indirectly, for, or on behalf is in control of, is named by any Executive Order (including the September 24controlled by, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked personunder common control with, group, entity or nation pursuant to any law that is enforced or administered by such person within the Office meaning of Foreign Assets Control, and Purchaser is not engaging in control under Section 15 of the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationSecurities Act of 1933.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that, which representations and warranties shall be true and correct as to the best of the date of ClosingPurchaser's knowledge: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing standing, under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Nevada. (b) Purchaser has the full and unrestricted corporate power and authority to execute enter into and deliver perform under (x) this Agreement and (y) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). This Agreement has been, and Purchaser's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Purchaser. This Agreement constitutes a valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other documents equitable remedies). (c) Except for approvals of gaming authorities having jurisdiction, and approval by Purchaser's Board of Directors, primary bank lenders and holders of Purchaser's debt securities (or the trustee for such holders), or as otherwise contemplated under Section 6.2 hereof, no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required or for the execution and delivery by Purchaser of this Agreement and Purchaser's Ancillary Agreements, and the consummation by Purchaser of the transactions contemplated by this Agreement and Purchaser's Ancillary Agreements. (d) Subject to the filings and/or consents noted in subsection (c), above, neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transactions herein contemplated, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Articles of Incorporation or By-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Subject to the filings and/or consents noted in subsection (c), above, Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of this Agreement (collectivelywill be a default, or whereby timely performance by Purchaser according to the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)terms of this Agreement may be prohibited, manager(s) prevented or officer(s) of Purchaser to execute and deliver the Purchaser Documentsdelayed. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding (f) Neither Purchaser, nor any of its Affiliates has dealt with any person or entity who is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the transaction contemplated hereby or introducing the parties to each other. As used herein, an "Affiliate" is any agreement person or entity which controls a party to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly which that party controls, or indirectlywhich is under common control with that party. In the case of Seller, on behalf ofan Affiliate shall include Xxx X. Xxxxx, Xx., Xxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, Xx., Xxxxxx X. Xxxxx, Xx., and any such personof their wives or children, groupand Hotel Management and Development, Inc.. "Control" means the power, direct or indirect, to direct or cause the direction of the management and policies of a person or entity through voting securities, contract or nationotherwise.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserIn order to induce the Company to enter into this Agreement and sell the Stock, as Purchaser makes the following representations and warranties to itself only, hereby represents the Company and warrants as followsthe Company, which representations and warranties shall be true and correct as of the Closing Date as well as the date of Closing:hereof. A. 5.1 Purchaser is a limited liability company duly organizedhas all requisite right, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken hereby including the full legal right and power and all requisite company action authority and approval required to authorize the appropriate member(s), manager(s(a) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The deliver, or authorize execution and delivery of this Agreement and all other instruments executed and delivered by or on behalf of the Purchaser Documents by Purchaser and compliance in connection with the provisions of such documents by Purchaser will not violate the provisions purchase of the limited liability company agreement or any other Stock, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such similar document or rule regarding Purchaser, or any agreement to which Stock. Purchaser represents that the signature of the party signing this Agreement on behalf of the Purchaser is subject binding upon the Purchaser. Neither the Purchaser’s execution and delivery of this Agreement nor its consummation of the transactions contemplated hereby requires the approval or by which Purchaser is boundconsent of any third party. C. No insolvency proceeding or petition 5.2 This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in bankruptcy or for the appointment of a receiver accordance with its terms. 5.3 The Purchaser has been filed by or against Purchaser (nor furnished with and has carefully read this Agreement and is Purchaser contemplating any such filing)familiar with and understands the terms thereof. In evaluating the suitability of an interest in the Company, the Purchaser has not made an assignment for relied upon any representations or other information (whether oral or written) from the benefit Company (or any agent or representative of creditors or filed a petition forthe Company), or entered into an arrangement withother than as set forth in this Agreement. With respect to individual tax and other economic considerations involved in this investment, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in relying on this Agreement or the ClosingCompany (or any agent or representative of the Company). The Purchaser has carefully considered and has discussed with the Purchaser’s professional legal, directly tax, accounting and financial advisers the suitability of a purchase of the Stock for the Purchaser’s particular tax and financial situation and has determined that the Stock being purchased by the Purchaser is a suitable investment for the Purchaser. 5.4 The Purchaser acknowledges on its behalf that (i) it has had the right to request copies of any documents, records and books pertaining to this investment and (ii) such documents, records and books which it has requested have been made available to the Purchaser (or indirectly, its agent or representative). 5.5 The Purchaser (or its agent or representative) has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of, or instigating or facilitating of the transactions contemplated by Company concerning the subject matter of this Agreement and all such questions have been answered to the fill satisfaction of the Purchaser. 5.6 No representations of any kind have been made other than those set forth in this Agreement. 5.7 The Purchaser has such knowledge and experience in financial, directly or indirectlytax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with the purchase of the Stock to evaluate the merits and risks of a purchase of the Stock and to make an informed investment decision with respect thereto. 5.8 Purchaser represents and warrants that the information set forth herein concerning the Purchaser is complete, on behalf of, any such person, group, entity or nationtrue and correct.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations to Seller and warranties shall be true and correct as of the date of ClosingParent that: A. (a) Purchaser is a limited liability company duly organized, Canadian corporation validly existing and in good standing under the laws of the state jurisdiction of its formation, organization. Purchaser is authorized duly qualified and in good standing in each jurisdiction in which the nature of its business requires it to transact business in the state where its Land is located, and be so qualified. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform this Agreement and all other documents required or contemplated and instruments to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinAgreement. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance with the provisions of such documents performance by Purchaser of all of its obligations hereunder have been duly authorized and approved prior to the date hereof by all necessary entity action. This Agreement has been duly executed and delivered by Purchaser and constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms. (c) Except for the Bankruptcy Court’s entry of the Approval Order, no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other Person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement. (d) Neither the execution and delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the limited liability company certificate of formation or operating agreement or any other such similar document or rule regarding of Purchaser, or of any agreement or instrument to which Purchaser is a party or any of its properties is subject or by which Purchaser bound or any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award that is boundbinding upon Purchaser. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), e) Purchaser has not made an assignment dealt with any Person or entity in such manner as to give rise to a valid broker’s commission, finder’s fee, investment banker’s fee or similar payment from Seller for arranging the benefit of creditors transactions contemplated hereby or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally introducing the Parties to pay its debts as they become dueeach other. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorismf) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office As of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, Purchaser shall have sufficient cash on behalf of, or instigating or facilitating hand to pay the Purchase Price and to make all other necessary payments of fees and expenses in connection with the transactions contemplated by this Agreement, directly or indirectlyif any. (g) PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, on behalf ofEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.2 BELOW AND OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, any such personSELLER AND PARENT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, groupEXPRESS OR IMPLIED, entity or nation.WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TRANSFERABILITY OF THE PURCHASED ASSETS, TITLE TO THE PURCHASED ASSETS (OR ANY PORTION THEREOF), OR ANY OTHER MATTER OR THING RELATING TO THE PURCHASED ASSETS OR ANY PORTION THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER AND PARENT HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL CONDITION OF THE PURCHASED ASSETS AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING THE PURCHASED ASSETS AS PURCHASER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH ITS ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 5.1, PURCHASER IS DOING SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY, PURCHASER WILL ACCEPT THE PURCHASED ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS”

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserThe Purchaser and Holdings each hereby represent and warrant to the Seller that: (a) it has full power, authority, and ownership to enter into this Agreement, the transaction documents to which it is a party, including the Note and the Security Agreement, and the Warrant and to carry out the transactions made hereunder and thereunder. (b) it has obtained all necessary approvals and permits required to enter into this Agreement, the transaction documents to which it is a party, including the Note and the Security Agreement, and the Warrant, and to purchase the Assets, and this Agreement, the transaction documents to which it is a party, including the Note, the Security Agreement and the Warrant constitute legal, valid, and binding obligations of Purchaser and Holdings, as applicable, enforceable against Purchaser and Holdings, as applicable, in accordance with their respective terms. (c) there are no lawsuits, threats of litigation, claims, arbitration, investigation or other proceedings pending or threatened against the Purchaser at law or in equity, before any court, arbitration tribunal, licensing authority or governmental agency which prevents the Purchaser from consummating the transactions made herein. (d) Purchaser has sufficient cash on hand or other sources of immediately available funds to itself only, hereby represents and warrants as follows, which representations and warranties shall be true and correct as enable it to make payment of the date of Closing: A. Purchaser is a limited liability company duly organized, validly existing Cash Consideration and in good standing pay the obligations under the laws of the state of its formationNote, is authorized to transact business in the state where its Land is locatedwhen due, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documentsby this Agreement. B. (e) The execution Warrant, when issued and delivery delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued in book entry form, fully paid and nonassessable and the Warrant will be issued in compliance with all applicable federal and state securities laws. (f) All shares of restricted common stock of Holdings underlying the Warrant (the <Warrant Shares=) issuable upon the exercise of the Purchaser Documents by Purchaser Warrant shall be uncertified and compliance with the provisions issued in book entry form and shall bear an appropriate restrictive notation, and Holdings shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued in book entry form, fully paid and non-assessable, issued in book entry form without violation of such documents by Purchaser will not violate the provisions any preemptive or similar rights of the limited liability company agreement or any other such similar document or rule regarding Purchaserstockholder of Holdings and free and clear of all taxes, or any agreement to which Purchaser is subject or by which Purchaser is boundliens and charges. C. No insolvency proceeding or petition in bankruptcy or for (g) Immediately after giving effect to the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing)transactions contemplated hereby, Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, shall be solvent and Purchaser has not failed generally shall: (i) be able to pay its debts as they become due; (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) have adequate capital to carry on its business. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated hereby with the intent to hinder, delay or defraud either present or future creditors of Purchaser or Seller. In connection with the transactions contemplated hereby, Purchaser has not incurred, nor plans to incur, debts beyond its ability to pay as they become absolute and matured. D. Neither (h) Purchaser has conducted its own independent investigation, review and analysis of the Business and the Assets. Purchaser acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, Purchaser has relied solely upon its own investigation and the express representations and warranties of Seller set forth in Section 6 of this Agreement (including related portions of the Disclosure Schedules); and (b) neither Seller nor to Purchaser’s knowledge any personother person has made, group, entity or nation that and the Purchaser is acting, directly or indirectly, for, or on behalf ofhas not relied on, is named by not relying on and hereby disclaims reliance upon any Executive Order representation or warranty as to Seller, the Business, the Assets or this Agreement, except as expressly set forth in Section 6 of this Agreement (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or related portions of the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationDisclosure Schedules).

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants to the Corporation, as follows, which representations and warranties shall be that are true and correct as of the date hereof this offer and will be true as of Closingthe Closing Date, that: A. (a) the Purchaser has been duly incorporated and is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, Delaware and has the full and unrestricted all requisite corporate power and authority capacity to execute enter into and deliver carry out its obligations under this Agreement Investment Agreement; (b) on the Closing Date, Purchaser will have taken all corporate steps and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and proceedings necessary to consummate approve the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize hereby, including the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of this Investment Agreement; (c) the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions is a resident of the limited liability company agreement United States and is a U.S. Person; (d) the Purchaser is an Accredited Investor (and will confirm that fact by delivering a completed U.S. Accredited Investor Certificate prior to the Closing Time) and it is acquiring the Shares for its own account and not on behalf of any other person; (e) except to the extent contemplated herein, the Purchaser is purchasing the Shares for investment only and not with a view to resale or distribution in violation of United States federal or state securities laws; (f) the Purchaser was not incorporated or created solely, nor is it being used primarily, to permit purchases without a prospectus under applicable law; (g) the offering and sale of the Shares to the Purchaser were not made through an advertisement of the Shares in printed media of general and regular paid circulation, radio or television or telecommunications, including electronic display or any other form of advertisement and, except for this Investment Agreement, the only documents, if any, delivered or otherwise furnished to the Purchaser in connection with such offering and sale were a term sheet and copies of documents from the Public Record, which documents the Purchaser acknowledges do not, individually or collectively, constitute an offering memorandum or similar document document; (h) the Purchaser has had the opportunity to access and review the Corporation's Public Record on the System for Electronic Document Analysis and Retrieval at xxx.xxxxx.xxx and on the SEC’s XXXXX website at xxx.xxx.xxx; that it has been offered the opportunity to ask questions and receive answers from management concerning the Corporation, the Shares and the terms and conditions of this offering, and that any request for such information has been complied with to the Purchaser's satisfaction; and that it has had the opportunity to consult with its legal and tax advisors with regard thereto; (i) the Shares are not being purchased by the Purchaser as a result of any material information concerning the Corporation that has not been publicly disclosed and the Purchaser’s decision to tender this offer and acquire the Shares has not been made as a result of any oral or rule regarding written representation as to fact or otherwise made by or on behalf of the Corporation or any other person; (j) the Purchaser has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the investment hereunder in the Shares and is able to bear the economic risk of loss of such investment; (k) (i) to the best of the Purchaser’s knowledge, none of the subscription funds used for the purchase of the Shares (the “Subscription Funds”) (A) will represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), (B) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States or any other jurisdiction, or (C) are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and (ii) the Purchaser shall promptly notify the Corporation if the Purchaser discovers that any of the representations in paragraph (i) above ceases to be true, and to provide the Corporation with appropriate information in connection therewith; (l) no person has made to the Purchaser any written or oral representation: (i) that any person will resell or repurchase any of the Shares; (ii) that any person will refund the purchase price of any of the Shares; or (iii) as to the future price or value of the Shares; (m) the Purchaser has been advised that: (i) no securities commission or similar regulatory authority has received or passed on the merits of the Shares; (ii) there is no government or other insurance covering the Shares; (iii) there are risks associated with the purchase of the Shares; (iv) there are restrictions on the Purchaser’s ability to resell the Shares and it is the responsibility of the Purchaser to find out what those restrictions are and comply with them before selling any Shares; and (v) as a consequence of acquiring the Shares pursuant to exemptions from registration and prospectus requirements under applicable securities laws, certain protections, rights and remedies provided by those securities laws, including statutory rights of rescission or damages, will not be available to the Purchaser; (n) the Purchaser is aware that none of the Shares will be or have been registered under the 1933 Act or any applicable U.S. state securities laws and that the offer and sale of such securities hereunder will be made in reliance on the exemption from registration available to the Corporation for offers and sales to Accredited Investors under Rule 506 of Regulation D. The Purchaser acknowledges that the Corporation has no obligation or present intention of filing with the SEC or with any state securities administrator any registration statement in respect of resales of the Shares; (o) the Purchaser understands that there may be material tax consequences to the Purchaser of an acquisition, disposition or exercise of any of the Shares and the Corporation has given no opinion and made no representation with respect to the tax consequences to the Purchaser under United States, state, local or foreign tax law of the Purchaser’s acquisition or disposition of such Shares; (p) the Purchaser is not purchasing the Shares as a result of any form of “general solicitation” or “general advertising” as such terms are used in Rule 502(c) under the 1933 Act (including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any agreement to which seminar or meeting whose attendees had been invited by general solicitation or general advertising); (q) the Purchaser understands that the Shares purchased are “restricted securities” as such term is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for defined under Rule 144 of the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing)1933 Act, Purchaser has and may not made an assignment for the benefit of creditors or filed a petition forbe offered, sold, transferred, pledged, or entered into hypothecated to any person in the absence of registration under the 1933 Act and applicable U.S. state securities laws or an arrangement withopinion of counsel or other evidence, creditorsin either case, and Purchaser has satisfactory to the Corporation, that registration is not failed generally to pay its debts as they become due.required; and D. Neither Purchaser nor to Purchaser’s knowledge any (r) no person, groupfirm or corporation has or will have, entity as a result of any act or nation that Purchaser is actingomission of the Purchaser, directly any right, interest or indirectly, for, or on behalf of, is named by any Executive Order (including valid claim against the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) Corporation or the United States Treasury Department Purchaser for any commission, fee or other compensation as a terrorist, “Specially Designated National and Blocked Person,” finder or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging broker in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions connection with eh transaction contemplated by this Investment Agreement, directly or indirectly, on behalf of, . The Purchaser shall indemnify and hold the Corporation harmless against any and all liability with respect to any such personcommission, groupfee or other compensation which may be payable, entity or nationdetermined to be payable in connection with the transaction contemplated by this Investment Agreement. The Purchaser acknowledges and agrees that each of the foregoing representations and warranties are made by it with the intention that they may be relied upon in determining its eligibility to purchase Shares under relevant securities legislation. The Purchaser further agrees that by accepting delivery of the Shares on the Closing Date, it will be representing and warranting that the foregoing representations and warranties are true and correct as at the Closing Date with the same force and effect as if they had been made by the Purchaser at the Closing Time and that they will survive the purchase by the Purchaser of the Shares hereunder and will continue in full force and effect notwithstanding any subsequent disposition by the Purchaser of the Shares acquired hereunder.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, Purchaser hereby represents and warrants as follows, which representations and warranties shall be true and correct to the Seller as of the date Effective Date and again as of Closingthe Closing as follows: A. (i) that it has the full and complete right and power to accept the Transfer contemplated by this Agreement; (ii) both the execution and delivery of this Agreement by the Purchaser and by the undersigned signatory on behalf of the Purchaser, and the performance of all obligations and delivery of all Closing Documents, have been duly and properly authorized by all proper, legal and duly authorized actions; (iii) the Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of Delaware, and that each of its formationconstituent members, as applicable, are in good standing, have the right and power to authorize the Purchaser to enter into this Agreement, and that all such actions have been duly and properly authorized by all proper, legal and duly authorized actions. The Purchaser shall order and tender to Flagler for distribution to Seller at the Closing, a good standing certificate issued by the Delaware Secretary of State to confirm that the Purchaser is authorized to transact business in good standing under the laws of the State of Delaware. The tender of such good standing certificate shall in no way release or excuse Purchaser from the representations, warranties and obligations contained in the state where its Land is locatedfirst sentence of this Section 10(b)(iii). (iv) except for the Lender Consents, and has the full and unrestricted power and authority no other consents from any person, entity, lender or other third party of whatever nature or kind are required in order to execute and deliver enter into this Agreement and perform all of its obligations hereunder; (v) that it has good and marketable title to the interest the Purchaser owns in the Company, free and clear of any lien, pledge, security interest, claim, option, agreement, encumbrance or other documents required restriction of whatever nature or contemplated kind, except as may be imposed by the terms of Loan Documents. The representations and warranties set forth in this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in Section 10 shall survive the Closing, directly and all same shall be true and accurate in all material respects as of the Effective Date as well as of the date of the Closing, without the necessity of signing any updated certificate or indirectly, on behalf of, or instigating or facilitating other document reconfirming all said representations and warranties as of the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationdate of the Closing.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby (a) Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closing: A. to Seller that: (i) Purchaser is a limited liability company company, duly organized, validly existing organized and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, Delaware and has the full and unrestricted power and authority to enter into, execute and deliver this Agreement and to perform all other documents duties and obligations imposed upon it hereunder, and Purchaser has obtained all necessary authorizations required or in connection with the execution, delivery and performance contemplated by this Agreement and has obtained the consent of all entities and parties necessary to bind Purchaser to this Agreement; and (ii) neither the execution or the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement (collectively, conflict with or will result in the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) breach of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery any of the Purchaser Documents by Purchaser and compliance with the terms, conditions, or provisions of such documents by Purchaser will not violate the provisions of the limited liability company any agreement or any other such similar document or rule regarding instrument to which Purchaser, or any agreement partner or related entity or affiliate of Purchaser, is a party or by which Purchaser, any partner or related entity or affiliate of Purchaser, or any of Purchaser’s assets is bound. Purchaser’s representations and warranties set forth in this Section 5.2 shall survive the Closing or termination of this Agreement for a period of ninety (90) days. Purchaser’s representations and warranties contained herein must be true and correct through the date of the Closing, and Purchaser’s failure to notify Seller prior to the Closing of any inaccuracies shall be a default by Purchaser under this Agreement. (b) Purchaser acknowledges and agrees that, except as otherwise expressly provided herein (including Purchaser’s reliance on the representations of Seller hereunder), at the Closing, it shall purchase the Property based solely upon its inspections, examinations and investigations of the Property and that Purchaser is purchasing the Property “AS IS” in its present condition, subject to reasonable use, wear, tear and natural deterioration of the Property between the date hereof and the Closing, and Purchaser further agrees that Seller shall not be liable for any latent or patent defects in the Property. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that the Property is being sold by Seller and purchased by Purchaser subject to the foregoing. (c) Notwithstanding anything to the contrary set forth in this Agreement, if prior to the Closing Purchaser has or obtains actual knowledge that any of Seller’s representations or warranties set forth in Section 5.1 are untrue in any respect, and Purchaser nevertheless proceeds with the Closing, then the breach by Seller of the representations and warranties as to which Purchaser is subject shall have such knowledge shall be waived by Purchaser, such representations and warranties shall be deemed modified to conform them to the information that Purchaser shall have knowledge of and Seller shall have no liability to Purchaser or by which Purchaser is boundits successors or assigns in respect thereof. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against (d) Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment represents and warrants to and for the benefit of creditors Seller that it is not now nor shall it be at any time prior to or filed at the Closing a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf ofPerson with whom a US Person, is named by any Executive Order (including prohibited from transacting business of the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions type contemplated by this Agreement, directly whether such prohibition arises under United States law, regulation, executive orders and lists published by OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or indirectlyotherwise. Neither Purchaser nor any Person who owns an interest in Purchaser (collectively, on behalf a “Purchaser Party”) is now nor shall be at any time prior to or at the Closing a Person with whom a U.S. Person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. (e) Purchaser has taken, and shall continue to take until the Closing, such measures as are required by applicable law to assure that the funds used to pay to Seller the Purchase Price are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated. (f) To the best of Purchaser’s knowledge, neither Purchaser nor any Purchaser Party, nor any Person providing funds to Purchaser: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any such personcrimes which in the United States would be predicate crimes to money laundering, groupor any violation of any Anti Money Laundering Laws; (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti Money Laundering Laws. (g) To the best of Purchaser’s knowledge, entity or nationPurchaser is in compliance with any and all applicable provisions of the Patriot Act.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby represents and warrants as follows, which Purchaser makes the following representations and warranties shall be true warranties, each of which is material and correct as of the date of Closingis being relied upon by Sellers: A. Purchaser is a limited liability company company, duly organizedformed, validly existing and in good standing under the laws of in the state of its formationDelaware and, is authorized on or before the Closing, Purchaser, or Purchaser’s affiliated company taking title at Closing, will be qualified to transact do business in the state where its Land in which the Property is located, and . B. Purchaser has the full and unrestricted power and authority necessary to execute enter into, deliver and deliver perform this Agreement Agreement, the other agreements contemplated hereby and all any other documents required or contemplated instruments to be executed and delivered by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinat Closing. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance with the provisions of such documents consummation by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of Purchaser and will not, with or without the giving of notice, lapse of time or both, violate, conflict with, result in a breach of, or constitute a default under or give to others any other such similar document right of termination or rule regarding cancellation of, (1) the organizational documents, including the bylaws and charter, if any, of Purchaser, (2) any agreement, document, instrument or any agreement other undertaking to which Purchaser is subject a party or by which Purchaser, its interests or any of its assets or properties are bound, or (3) to Purchaser’s Actual Knowledge, any applicable law, or any judgment, writ, injunction, decree, statute, order, rule or regulation applicable to Purchaser is or by which its interests or any of its assets or properties are bound.. This Agreement has been duly executed and delivered by Purchaser and constitutes a valid and legally binding obligation of Purchaser, enforceable against Purchaser in accordance with and subject to its respective terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity. The signatures on this Agreement for and on behalf of Purchaser are genuine, and the signatory for Purchaser has been duly authorized to execute the same on behalf of such Seller. C. No insolvency proceeding Neither Purchaser, nor any member or petition in bankruptcy or for the appointment manager of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing)Purchaser, Purchaser has not made an assignment for the benefit of creditors or filed a petition fornor, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge Actual Knowledge, any person or entity with actual authority to direct the actions of any member or manager of Purchaser without the vote, consent, or approval of any other person, group(i) are named on any list of persons, entity entities and governments issued by OFAC pursuant to Executive Order 13224, as in effect on the date hereof, or nation that Purchaser is actingany OFAC Lists, directly or indirectly(ii) are included in, forowned by, controlled by, knowingly acting for or on behalf of, is named by knowingly providing assistance, support, sponsorship, or services of any Executive Order (including kind to, or otherwise knowingly associated with any of the September 24persons, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten entities or governments referred to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging described in the ClosingOFAC Lists, directly or indirectly(iii) has knowingly conducted business with or knowingly engaged in any transaction with any of the persons, entities or governments named on any of the OFAC Lists or any of the persons, entities or governments included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or instigating services of any kind to, or, to Purchaser’s knowledge, otherwise associated with any of the persons, entities or facilitating governments referred to or described in the transactions contemplated by OFAC Lists. D. Each and every one of the foregoing representations and warranties is true and correct as of the Effective Date and will be true and correct as of the Closing Date. E. As used in this Agreement, directly the term “Actual Knowledge” (or indirectlywords of similar import) shall, on behalf ofwhen used with respect to Purchaser, mean the present, current, actual, conscious (and not constructive, imputed or implied) knowledge of Kxxxxxx X. Xxxxxxx, Kxxx X. Xxxxxxxxxxx, Cxxxxxx X. Xxxxx, or Dxxxx X. Xxxxxxxxx, without having made independent inquiry. No such person shall have any such personpersonal liability or obligation whatsoever with respect to any of the matters set forth in this Agreement and any other documents, groupagreements or instruments related thereto or any of the representations made by Purchaser being or becoming untrue, inaccurate or incomplete in any respect and Sellers shall look solely to the assets of the Purchaser with respect to a breach of a representation and warranty hereunder as to Purchaser. Under no circumstances whatsoever shall information possessed by or known to any person or entity (including any of Purchaser’s consultants, agents or nationadvisors or their respective employees or representatives), other than Kxxxxxx X. Xxxxxxx, Kxxx X. Xxxxxxxxxxx, Cxxxxxx X. Xxxxx, or Dxxxx X. Xxxxxxxxx, be imputed or attributed to Purchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingthat: A. (a) Purchaser is a limited liability company corporation duly and validly organized, validly existing and in good standing under under, and governed by the laws of the state State of its formation, Delaware and is authorized duly qualified to transact business in the state where its Land is locatedCommonwealth of Massachusetts, and Purchaser has the full and unrestricted all requisite power and authority to execute own and deliver operate its properties and to carry on its business as now conducted and to enter into and perform this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate carry out the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize hereby; (b) No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any governmental authority on the appropriate member(s), manager(s) or officer(s) part of Purchaser to execute and deliver is required in connection with the Purchaser Documents. B. The execution and delivery of this Agreement or its purchase of the Property, except that Palomar will file an executed copy of this Agreement with the Securities and Exchange Commission (SEC). (c) Purchaser Documents has duly authorized the execution, delivery, and performance of this Agreement, and such execution, delivery and performance by Purchaser and compliance with the provisions of such documents by Purchaser this Agreement will not result in a breach of, violate the provisions of the limited liability company agreement any term or provision of, or constitute a default under, Purchaser’s corporate organizational documents or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound.; C. (d) No bankruptcy or insolvency proceeding under the Bankruptcy Code or petition in any state bankruptcy or for the appointment of a receiver has been insolvency law filed by or against Purchaser (nor is Purchaser contemplating any pending and no such filing)filing is contemplated by Purchaser, Purchaser has not made an assignment for the benefit of creditors or filed a petition foror, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any personknowledge, groupthreatened; and (e) There is no outstanding, entity or nation that Purchaser is actingor, directly or indirectlyto the Purchaser’s knowledge, for, or on behalf of, is named by any Executive Order (including threatened Litigation which could affect Purchaser’s ability to consummate the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions transaction contemplated by this Agreement. As used in this Section 7.2, directly the term “knowledge” with respect to Purchaser shall mean the actual, conscious, not constructive or indirectlyimputed, on behalf ofknowledge of Xxxxx X. Xxxxxxx and shall not be construed to refer to the knowledge of any partner, officer, director, agent, member, manager, employee or representative of Purchaser, or of any affiliate of Purchaser. The foregoing person has not made any independent investigation of the matters being represented and warranted, any such personinquiry of any other person or persons, groupnor any search or examination of any files, entity records, books, or nationcorrespondence or the like.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct to Seller that as of the date hereof and as of Closingthe Closing Date: A. (a) Purchaser (i) is a limited liability company partnership, duly organizedformed, validly existing existing, and in good standing under the laws of the state State of its formationDelaware, is authorized (ii) is, or on the Closing Date will be, duly qualified to transact do business in the state where its Land is locatedState of Texas, and (iii) has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or to carry out the transactions contemplated hereby to be carried out by it. (b) Subject only to the terms approval of its Board of Directors, which approval will be deemed to have been obtained prior to the end of the Due Diligence Period if Purchaser does not terminate this Agreement pursuant to Section 2.3, the performance of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinhereunder by Purchaser have been duly authorized by all necessary action on the part of Purchaser, and this Agreement is binding on and enforceable against Purchaser in accordance with its terms. Purchaser shall, on or prior to the Closing Date, furnish Seller with certified resolutions evidencing that Purchaser has taken all requisite company action required been duly authorized to authorize enter into and perform this Agreement and the appropriate member(s)transactions contemplated hereunder. No further consent of any shareholder, manager(screditor, board of directors, governmental authority or other party to such execution, delivery and performance hereunder is required. The person(s) or officer(s) signing this Agreement, and any document pursuant hereto on behalf of Purchaser Purchaser, has full power and authority to execute and deliver the Purchaser Documentsbind Purchaser. B. The (c) Neither the execution and delivery of this Agreement nor the consummation of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser transactions contemplated hereby will not violate the provisions of the limited liability company agreement any restriction, court order, judgment, law, regulation, charter, bylaw, instrument or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is boundsubject. C. No insolvency proceeding or (d) Purchaser has not (i) made any general assignment for the benefit of creditors, (ii) filed any voluntary petition in bankruptcy or for suffered the filing of an involuntary petition in bankruptcy by Purchaser’s creditors, (iii) suffered the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit to take possession of creditors or filed a petition forall, or entered into an arrangement withsubstantially all, creditorsof Purchaser’s assets, and Purchaser has not failed generally or (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Purchaser’s assets, (v) admitted in writing its inability to pay its debts as they become come due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly has no current plans to do or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf ofundertake, any such person, group, entity or nationof the foregoing.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserAs a material inducement to Seller to execute this Agreement and consummate this transaction, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Organization and Authority. Purchaser has been duly organized and is a limited liability company duly organized, validly existing as a Maryland limited partnership, and is in good standing under the laws of the state of its formation, is authorized as a Maryland limited partnership. Purchaser will be in good standing and will be qualified to transact do business in the state where its in which the Land is locatedlocated on the Closing Date. Subject only to obtaining certain internal approvals on or before the expiration of the Due Diligence Period, and Purchaser has the full and unrestricted power right and authority and has obtained any and all consents required to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate or cause to be consummated the transactions contemplated hereinhereby. This Agreement has been, and all of the documents to be delivered by Purchaser has taken all requisite company action required to authorize at the appropriate member(s)Closing will be, manager(s) authorized and properly executed and constitutes, or officer(s) will constitute, as appropriate, the valid and binding obligations of Purchaser to execute and deliver the Purchaser DocumentsPurchaser, enforceable in accordance with their terms. B. The execution (b) Conflicts and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any Pending Action. There is no agreement to which Purchaser is subject a party or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that binding on Purchaser which is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by conflict with this Agreement, directly or indirectlywhich challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement. To Purchaser’s knowledge, there is no action or proceeding 25 pending or threatened against Purchaser which challenges or impairs Purchaser’s ability to execute or perform its obligations under this Agreement. (c) “As-Is” Purchase. Purchaser is an experienced commercial real estate owner and, except as set forth in this Agreement or in any document executed at Closing pursuant to or in connection with this Agreement, shall rely solely upon its own evaluation and investigation of the condition and all aspects of the Property, including, without limitation, (i) the nature, quality and condition of the Property, including soils, geology and environmental conditions, (ii) the value of the Property and the income to be derived from the Property, (iii) the compliance of the Property with governmental laws and regulations, (iv) any conditions pertaining to the ownership, development or operation of the Property which are imposed by any governmental authority or other third party, (v) the square footage of the building improvements and other size characteristics of the Property and (vi) any and all other matters with respect to the Property. Purchaser acknowledges that this Agreement grants to Purchaser the opportunity to fully evaluate the condition and all aspects of the Property. Purchaser has asked for, and has obtained in this Agreement, disclosure of information and documents regarding the Property which is in Seller’s possession or control. Accordingly, except to the extent that Seller fraudulently or intentionally conceals or makes misrepresentations as to the condition or suitability of the Property, except for Seller’s representations and warranties set forth in this Agreement and the warranties set forth in any closing documents delivered to Purchaser from Seller and except for conditions that are Seller’s responsibility under the New Leases, Purchaser acknowledges that it is not relying upon any representations of Seller as to the condition of the Property or its suitability for Purchaser’s intended use. Subject to the foregoing, in the event Purchaser does not terminate this Agreement pursuant to Section 2.2 above, Purchaser shall be deemed to accept the Property “as is” in all respects. Purchaser further agrees and acknowledges that, in purchasing the Property, Purchaser shall rely entirely on behalf ofits own investigation, examination and inspection of the Property and its analysis and evaluation of the Property Information made available by Seller to Purchaser pursuant to Section 2.1 hereof, and, except as expressly set forth in this Agreement, not upon any such personrepresentation or warranty of Seller, groupor any agent or representative of Seller. THEREFORE, entity PURCHASER AGREES THAT, IN CONSUMMATING THE PURCHASE OF THE PROPERTY PURSUANT TO THIS AGREEMENT, PURCHASER SHALL ACQUIRE THE PROPERTY IN ITS THEN CONDITION, “AS IS, WHERE IS” AND WITH ALL FAULTS AND SOLELY IN RELIANCE ON PURCHASER’S OWN INVESTIGATION, EXAMINATION, INSPECTION, ANALYSIS AND EVALUATION OF THE PROPERTY. The agreements and acknowledgments contained in this Section 11.2(c) constitute a conclusive admission that Purchaser, as a sophisticated, knowledgeable investor in real property, shall acquire the Property solely upon its own judgment as to any matter germane to the Property or nationto Purchaser’s contemplated use of the Property, and not upon any statement, representation or warranty by Seller, or any agent or representative of Seller, which is not expressly set forth in this Agreement.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby represents and warrants as follows, which Purchaser makes the following representations and warranties to Seller, which shall be true and correct deemed to have been made as of the date Effective Date and as of the Closing: A. (a) Purchaser is a limited liability company duly organized, organized and validly existing and corporation, is in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, State of Delaware and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of to perform its obligations under this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser DocumentsAgreement. B. (b) The execution and delivery of this Agreement has been or will be duly authorized by all necessary and appropriate action of Purchaser. (c) No consent or approval of any person, entity, or governmental authority is required with respect to the Purchaser Documents execution and delivery of this Agreement by Purchaser and compliance with or the provisions of such documents consummation by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated hereby or any other the performance by Purchaser of its obligations under this Agreement except for such similar document or rule regarding Purchaser, or any agreement consents as shall be obtained by Purchaser prior to which Purchaser is subject or by which Purchaser is boundthe Closing. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. d) Neither Purchaser nor any of its affiliates, nor, to Purchaser’s knowledge knowledge, any personof their respective partners, groupmembers, entity shareholders or nation that Purchaser is acting, directly or indirectly, forother equity owners, or their respective employees, officers directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under any OFAC regulations (including those named on behalf ofOFAC’s Specially Designated and Blocked Persons List) or under any statute, is named by any Executive Order executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism) ), or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Controlother governmental action, and Purchaser is not engaging and will not assign or otherwise transfer this Agreement to, contract with or otherwise engage in any dealings of transactions or be otherwise associated with such persons or entities. (e) Seller has not authorized Purchaser to use the name “Savannah Suites” or any variation thereof. (f) The representations and warranties of Purchaser shall survive the Closing. Purchaser shall indemnify and hold Seller harmless for, directly from and against any Claim arising or indirectly, on behalf of, resulting from a material breach of any of Purchaser’s representations or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationwarranties pursuant to Section 9.19.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserIn order to induce the Sellers to enter into this Agreement and sell the Membership Interests, as Purchaser makes the following representations and warranties to itself only, hereby represents the Sellers and warrants as followsthe Company, which representations and warranties shall be true and correct as of the Closing Date as well as the date of Closinghereof: A. 5.1 Purchaser is a limited liability company duly organizedhas all requisite right, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken hereby including the full legal right and power and all requisite company action authority and approval required to authorize the appropriate member(s), manager(s(a) or officer(s) of Purchaser to execute and deliver deliver, or authorize execution and delivery of, this Agreement and all other instruments executed and delivered by or on behalf of the Purchaser Documents. B. The in connection with the purchase of the Membership Interests, (b) to delegate authority pursuant to a power of attorney and (c) to purchase and hold such Membership Interests. Purchaser represents that the signature of the party signing this Agreement on behalf of the Purchaser is binding upon the Purchaser. Neither the Purchaser's execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions this Agreement nor its consummation of the limited liability company agreement transactions contemplated hereby requires the approval or consent of any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is boundthird party. C. No insolvency proceeding or petition 5.2 This Agreement constitutes the legal, valid and binding obligation of Purchaser enforceable in bankruptcy or for the appointment of a receiver accordance with its terms. 5.3 The Purchaser has been filed by or against Purchaser (nor furnished with and has carefully read this Agreement and is Purchaser contemplating any such filing)familiar with and understands the terms thereof. In evaluating the suitability of an interest in the Company, the Purchaser has not made an assignment for relied upon any representations or other information (whether oral or written) from the benefit Company (or any agent or representative of creditors or filed a petition forthe Company), or entered into an arrangement withother than as set forth in this Agreement. With respect to individual tax and other economic considerations involved in this investment, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in relying on this Agreement or the ClosingCompany (or any agent or representative of the Company). The Purchaser has carefully considered and has discussed with the Purchaser's professional legal, directly or indirectlytax, on behalf of, or instigating or facilitating accounting and financial advisers the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.suitability of an purchase of the Membership Interests for the Purchaser's particular tax and financial situation and

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserIn order to induce Seller to enter into this Agreement and sell the Purchased Assets, as Purchaser makes the following representations and warranties to itself only, hereby represents and warrants as followsSeller, which representations and warranties shall be true and correct as of the Closing Date as well as the date of Closinghereof: A. 6.1 Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or to carry out the transactions contemplated by the terms hereby. The execution, delivery and performance of this Agreement (collectively, by Purchaser and the “Purchaser Documents”) and to consummate consummation of the transactions contemplated herein. Purchaser has taken hereby have been duly and validly authorized by all requisite company action required to authorize corporate and governmental action, and this Agreement constitutes the appropriate member(s)legal, manager(s) or officer(s) valid and binding obligation of Purchaser to execute and deliver Purchaser, enforceable in accordance with its terms. Neither the Purchaser Documents. B. The execution and delivery of this Agreement nor the Purchaser Documents consummation of the transactions contemplated hereby requires the approval or consent of any third party. 6.2 The execution, delivery and performance of this Agreement and the transactions contemplated by Purchaser and compliance with the provisions of such documents by Purchaser this Agreement will not violate conflict with, or constitute or result in a breach, default or violation of (i) the provisions Articles of the limited liability company agreement Incorporation or Bylaws of Purchaser; (ii) any other such similar document law, ordinance, regulation or rule regarding applicable to Purchaser; (iii) any order, judgment, injunction or any agreement to which Purchaser is subject or other decree by which Purchaser is bound; or (iv) any written or oral contract, agreement, or commitment to which Purchaser is a party; nor will such execution, delivery and performance result in the creation of any lien or encumbrance upon the Purchased Assets. C. No insolvency proceeding 6.3 There is no authorization, consent or petition in bankruptcy approval of any third party, including any federal, state or for local authority, bureau, agency, person or entity or other government authority, required to be obtained as a condition to the appointment lawful consummation by Purchaser of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit acquisition of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally the Purchased Assets required to pay its debts as they become duethis Agreement. D. Neither 6.4 No representation or warranty of Purchaser nor herein and no information disclosed by Purchaser to Purchaser’s knowledge any person, group, entity Seller or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging Stockholder in the Closing, directly or indirectly, on behalf of, or instigating or facilitating connection with the transactions contemplated by this Agreement, directly Agreement contains any untrue statement of a material fact or indirectly, on behalf of, any such person, group, entity omits to state a material fact necessary to make the statements contained herein or nationtherein not misleading.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, Purchaser hereby represents and warrants to the Partnership as follows, which representations and warranties shall be true and correct as of the date of Closing: A. Purchaser (a) GPLP is a limited liability company duly organized, organized and validly existing and limited partnership in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is locatedCalifornia, and GLB is a duly organized and validly existing corporation under the laws of the State of Maryland. This Agreement and all documents executed by Purchaser which are to be delivered to the Partnership at the Closing are or at the time of Closing will be duly authorized, executed and delivered by Purchaser, and are or at the Closing will be legal, valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms, except as the enforcement thereof may be limited by applicable Creditor's Rights Laws, and do not and at the time of Closing will not violate any provisions of any agreement or judicial order to which Purchaser is subject. Purchaser is not presently subject to any bankruptcy, insolvency, reorganization, moratorium or similar proceeding. (b) Purchaser has made an independent investigation with regard to the full Assets and unrestricted power Purchaser's intended use thereof. (c) There is no litigation pending or, to Purchaser's knowledge after reasonable inquiry, threatened, against Purchaser or any basis therefor that might materially and authority detrimentally affect the ability of Purchaser to execute and deliver perform its obligations under this Agreement. Purchaser shall notify the Partnership promptly of any such litigation of which Purchaser becomes aware. (d) Purchaser has adequate funds or available credit resources (independent of the existing Loan) to pay the Consideration (without credit for the Loan) on the Closing Date as provided herein. (e) The individuals executing this Agreement and all other documents required or contemplated by the instruments referenced herein on behalf of Purchaser and its constituent entities, if any, have the legal power, right and actual authority to bind Purchaser to the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute conditions hereof and deliver the Purchaser Documentsthereof. B. The (f) Neither the execution and delivery of this Agreement, the Purchaser Documents by Purchaser and compliance with the provisions consummation of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly nor the compliance with the terms and conditions hereof will (a) violate or indirectlyconflict with any provision of Purchaser's organizational documents or any statute, on behalf ofregulation or rule, or, to Purchaser's knowledge after reasonable inquiry, any such personinjunction, groupjudgment, entity order, decree, ruling, charge or nationother restrictions of any government, governmental agency or court to which Purchaser is subject, or (b) result in any breach or the termination of any lease, agreement or other instrument or obligation to which Purchaser is a party or by which any of the Property may be subject, or cause a lien or other encumbrance to attach to any of the Property, or violate the terms and provisions of the organizational documents of Montrose Office Park Limited Partnership, Montrose Office Park Joint Venture, Equitec Venture Corp. III, Inc. or Purchaser. Purchaser is not a party to any contract or subject to any other legal restriction that would prevent fulfillment by Purchaser of all of the terms and conditions of this Agreement or compliance with any of the obligations under it. (g) All representations and warranties set forth herein shall be true as of the Effective Date and the Closing Date.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing standing, under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Hawaii with contributed capital of $250,000. (b) Purchaser has the full and unrestricted corporate power and authority to execute enter into and deliver perform (x) this Agreement and (y) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). This Agreement has been, and Purchaser's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Purchaser. (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other documents person is required or for the execution and delivery by Purchaser of this Agreement and Purchaser's Ancillary Documents, and the consummation by Purchaser of the transaction contemplated by this Agreement and Purchaser's Ancillary Documents. (d) Neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Incorporation or By-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of this Agreement (collectivelywill be a default, or whereby timely performance by Purchaser according to the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)terms of this Agreement may be prohibited, manager(s) prevented or officer(s) of Purchaser to execute and deliver the Purchaser Documentsdelayed. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding (f) Neither Purchaser, nor any of its Affiliates has dealt with any person or entity who is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the transaction contemplated hereby or introducing the parties to each other. As used herein, an "Affiliate" is any agreement person or entity which controls a party to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly which that party controls, or indirectlywhich is under common control with that party. In the case of Seller, on behalf ofan Affiliate shall include Xxxxxx Xxxxxxxx Industries, any such personInc. and its subsidiaries. "Control" means the power, groupdirect or indirect, to direct or cause the direction of the management and policies of a person or entity through voting securities, contract or nationotherwise.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) If Purchaser is a limited liability company business entity, Purchaser is duly organized, validly existing organized and in good standing under the laws of the state of its formationorganization, is authorized qualified to transact do business in the state where its Land is located, State and has the full power to enter into this Agreement and unrestricted power and authority to execute and deliver this Agreement and to perform all other documents duties and obligations imposed upon it hereunder, and Xxxxxxxxx has obtained all necessary corporate authorizations required or contemplated by in connection with the terms execution, delivery and performance of this Agreement (collectively, and has obtained the “Purchaser Documents”) consent of all entities and parties necessary to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of bind Purchaser to execute and deliver this Agreement; (b) Neither the Purchaser Documents. B. The execution and nor the delivery of this Agreement, nor the Purchaser Documents by Purchaser consummation of the purchase and sale contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions, or provisions of such documents by Purchaser will not violate the provisions of the limited liability company any agreement or any other such similar document or rule regarding instrument to which Purchaser, or any agreement to which Purchaser related entity or affiliate of Purchaser, is subject a party or by which Purchaser Purchaser, any related entity or affiliate of Purchaser, or any of Purchaser's assets is bound.; C. No insolvency proceeding (c) This Agreement constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, moratorium or petition in bankruptcy or for other laws affecting the appointment enforcement of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition forcreditors’ rights generally, or entered into an arrangement withby principles of equity, creditors, and Purchaser has not failed generally to pay its debts as they become due.whether applied in a proceeding at law or in equity; and D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorismd) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in a person or entity with whom Seller is restricted from doing business under applicable laws relating to national security (such as the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, commonly known as the “USA Patriot Act”) and executive orders and regulations relating to such applicable laws. In this regard, Xxxxxx’s attention is further directed to Exhibit G attached to this Agreement and incorporated herein by reference and made a part hereof for all purposes. Prior to Closing, directly or indirectlyXxxxxxxxx agrees to complete and deliver to Seller an anti-money-laundering form as required by Xxxxxx, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationat Seller’s sole discretion.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants to the Company as follows, which follows and acknowledges that the Company is relying on such representations and warranties shall be true and correct as of in connection with the date of Closingtransactions contemplated in this Subscription Agreement: A. (i) the Purchaser is duly incorporated and is a limited liability company duly organizedvalid and existing corporation, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power necessary corporate capacity and authority to execute and deliver this Agreement Subscription Agreement, to subscribe for the Shares and to observe and perform its covenants and obligations hereunder and has taken all other documents required or contemplated necessary corporate action in respect thereof and upon acceptance by the Company, this Subscription Agreement will constitute a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms and will not result in a violation of or create a state of facts which, after notice, lapse of time or both, would constitute a default or breach of any of the Purchaser’s constating documents, by-laws or authorizing resolutions (if applicable), any agreement to which the Purchaser is a party or by which the Purchaser is bound or any law applicable to the Purchaser or any judgment, decree, order, statute, rule or regulation applicable to the Purchaser; (ii) the Purchaser was offered the Shares in, and is a resident of, the Qualifying Jurisdiction, intends that the Securities Laws of that jurisdiction do and shall govern any transaction involving the Shares subscribed for by the Purchaser and that such addresses of the Purchaser as set out on the face page of this Subscription Agreement was not created and are not used solely for the purpose of acquiring the Shares; (collectivelyiii) the Purchaser has properly completed, executed and delivered to the Company the certificate (dated as of the date hereof) set forth in Schedule A attached hereto and the information contained therein is true and correct as of the Execution Time and the representations, warranties and covenants contained in the schedule attached hereto will be true and correct as at the Closing Time; (iv) as of the Execution Time, the Purchaser will not beneficially own any Common Shares or securities convertible into Common Shares; (v) the Purchaser is purchasing the Shares as principal (as defined in all applicable Securities Laws) for its own account, and not for the benefit of any other person; (vi) the Purchaser is purchasing the Shares for investment only and not with a view to resale or distribution of all or any of the Shares; (vii) there is no person acting or purporting to act in connection with the transactions contemplated herein who is entitled to any brokerage or finder’s fee and if any person establishes a claim that any fee or other compensation is payable in connection with this subscription for the Shares; (viii) none of the funds being used to purchase the Shares are to the Purchaser’s knowledge proceeds obtained or derived directly or indirectly as a result of illegal activities. The funds being used to purchase the Shares which will be advanced by the Purchaser to the Escrow Agent hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) Act (Canada) (the “Purchaser DocumentsPCMLA”) and the Purchaser acknowledges that the Company may in the future be required by law to consummate disclose the Purchaser’s and other information relating to this Subscription Agreement and the Purchaser's subscription hereunder, on a confidential basis, pursuant to the PCMLA. To the best of its knowledge (i) none of the funds to be provided by the Purchaser are being tendered on behalf of a person or entity who has not been identified to the Purchaser, and (ii) it shall promptly notify the Company if the Purchaser discovers that any of such representations cease to be true, and to provide the Company with appropriate information in connection therewith; (ix) the Purchaser was not created or being used solely to permit purchases of or to hold securities without a prospectus in reliance on a prospectus exemption; (x) the Purchaser acknowledges that this Subscription Agreement requires the Purchaser to provide certain Personal Information to the Company. Such information is being collected and will be used by the Company for the purposes of completing the proposed Private Placement which includes, without limitation, determining the Purchaser’s eligibility to purchase the Shares under applicable Securities Laws and completing filings required by the SEC, the Securities Commission and/or the TSX or AMEX. The Purchaser agrees that the Purchaser’s Personal Information may be disclosed by the Company to: (a) stock exchanges and applicable securities regulatory authorities, (b) the Company’s registrar and transfer agent, and (c) any of the other parties involved in the proposed Private Placement, including legal counsel, and may be included in record books in connection with the Private Placement. By executing this Subscription Agreement, the Purchaser consents to the foregoing collection, use and disclosure of the Purchaser’s Personal Information. The Purchaser also consents to the filing of copies or originals of any of the Purchaser’s documents described in Section 4 hereof as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(shereby; (xi) or officer(s) of Purchaser to execute and deliver the Purchaser Documents.is not a “U.S. Person” (as that term is defined by Regulation S under the U.S. Securities Act, which definition includes, but is not limited to, an individual resident in the United States, an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person and any partnership or company organized or incorporated under the laws of the United States (or any State thereof)) and is not acquiring the Shares for the account or benefit of a U.S. Person or a person in the United States; B. The execution (xii) the Shares have not been offered to the Purchaser in the United States, and delivery the individuals making the order to purchase the Shares and executing and delivering this Subscription Agreement on behalf of the Purchaser Documents by were not in the United States when the order was placed and this Subscription Agreement was executed and delivered; (xiii) the Purchaser undertakes and compliance agrees that it will not offer or sell the Shares in the United States unless such shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or another exemption from such registration requirements is available, and further that it will not resell the Shares except in accordance with the provisions of such documents by applicable securities legislation, regulations, rules, policies and orders and stock exchange rules; (xiv) the Purchaser will not violate engage in hedging transactions with regard to the Shares unless conducted in compliance with the U.S. Securities Act; and (xv) the Purchaser acknowledges that the Company and its transfer agent will refuse to register any transfer of any of the Shares not made in accordance with the provisions of Regulation S of the limited liability company agreement or any other such similar document or rule regarding PurchaserU.S. Securities Act, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced an available exemption from registration under the U.S. Securities Act or administered by under an effective registration statement under the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationU.S. Securities Act.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby represents and warrants as follows, which Purchaser makes the following representations and warranties shall be true and correct as of the date of Closingto Sellers: A. 8.2.1 Purchaser is a limited liability company partnership duly organizedformed, validly currently existing and in good standing under the laws of the state State of its formationDelaware, is authorized and at the applicable Closing, Purchaser or a Purchaser Designee taking title to a Property will be qualified and in good standing to transact business in the state where its Land State in which such Property is located, located and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinby this Agreement. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) Each individual executing this Agreement on behalf of Purchaser is duly authorized to execute and deliver the Purchaser Documentsdo so. B. The execution 8.2.2 This Agreement has been duly authorized, executed and delivery of the Purchaser Documents delivered by Purchaser and compliance all consents required under Purchaser’s organizational documents or by law have been obtained. All documents that are to be executed by Purchaser and delivered to Sellers on the Closing Date have been, or on the Closing Date will be, duly executed, authorized and delivered by Purchaser. This Agreement and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms (subject in all cases to bankruptcy, insolvency and similar laws and general equitable principles) and do not, and, at the time of the Closing Date, will not, (a) violate any provisions of such any judicial or administrative order, injunction, decree, regulation or ruling of any court or any governmental bodies or agencies having jurisdiction over Purchaser or (b) conflict with, result in a breach of, or constitute a default under the organizational documents by Purchaser will not violate the provisions of the limited liability company Purchaser, any note or other evidence of indebtedness, any mortgage, deed of trust or indenture, or other agreement or any other such similar document instrument to which Purchaser is a party or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which bound. There are no actions, suits or proceedings (including arbitration proceedings) pending or, to Purchaser’s knowledge, threatened against Purchaser. Each individual executing this Agreement on behalf of Purchaser is boundduly authorized to do so. C. No insolvency proceeding 8.2.3 Neither Purchaser nor any of its affiliates is or petition will be an entity or person that is a Prohibited Person. Purchaser covenants and agrees that neither Purchaser nor any of its respective officers, directors, shareholders, partners, members or affiliates (including without limitation indirect holders of equity interests of Purchaser) shall (aa) conduct any business, nor engage in bankruptcy any transaction or for dealing, with any Prohibited Person, including, but not limited to, the appointment making or receiving of a receiver has been filed by any contribution of funds, goods, or against Purchaser (nor is Purchaser contemplating any such filing)services, Purchaser has not made an assignment to or for the benefit of creditors or filed a petition forProhibited Person, or entered into an arrangement with(bb) engage in or conspire to engage in any transaction that evades or avoids, creditorsor has the purpose of evading or avoiding, and Purchaser has not failed generally or attempts to pay its debts as they become dueviolate, any of the prohibitions set forth in EO13224. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and 8.2.4 Purchaser is not engaging in purchasing any of the ClosingProperty with “plan assets” of an Employee Benefit Plan subject to Title I of the Employee Retirement Income Security Act of 1974 or of a plan subject to Section 4975 of the Internal Revenue Code of 1986, directly or indirectly, on behalf of, or instigating or facilitating as amended (the “Code”). 8.2.5 Purchaser has access to sufficient funds to permit Purchaser to consummate the transactions contemplated by this Agreement, directly or indirectly, Agreement on behalf of, the Closing Date and to pay any such person, group, entity or nationand all fees and expenses required to be paid by Purchaser in connection with the transactions provided for herein on the Closing Date.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserAs a material inducement to Seller to execute this Agreement and consummate this transaction, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct to Seller as of the date Effective Date and as of Closingthe Closing Date as follows: A. (1) Organization and Authority. Purchaser has been duly organized and is validly existing as a Delaware limited liability company duly organizedthat, validly existing prior to the Closing Date, shall be qualified to do business in the State of Illinois. Purchaser has the full right and in good standing under authority and has obtained any and all consents required therefor to enter into this REAL ESTATE SALE AGREEMENT XXX XXXXXXXXXX XX XXXXXXXX XXXXXXXX (AURORA, ILLINOIS) Agreement, consummate or cause to be consummated the laws purchase, and make or cause to be made the deliveries and undertakings contemplated herein or hereby. The person signing this Agreement on behalf of the state of its formation, Purchaser is authorized to transact business do so. This Agreement has been authorized and properly executed and constitutes the valid and binding obligation of Purchaser, enforceable against Purchaser in the state where accordance with its Land is locatedterms, and has all of the full documents to be delivered by Purchaser at the Closing shall be authorized and unrestricted power properly executed and authority shall constitute the valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms. (2) ERISA. Purchaser is not (and, throughout the period transactions are occurring pursuant to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectivelyAgreement, the “Purchaser Documents”will not be) and is not acting on behalf of (and, throughout the period transactions are occurring pursuant to consummate this Agreement, will not be acting on behalf of) an “employee benefit plan” as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or an entity deemed to hold the plan assets of any of the foregoing pursuant to 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. Purchaser is either not, and is not using the assets of, a “governmental plan” as defined in Section 3(32) of ERISA or, if Purchaser is, or is using the assets of, a governmental plan, the transactions contemplated herein. Purchaser has taken all requisite company action required by this Agreement are not in violation of any laws applicable to authorize the appropriate member(s)Purchaser, manager(s) regulating investments of, or officer(s) of Purchaser to execute and deliver the Purchaser Documentsfiduciary obligations with respect to, governmental plans. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. 3) Patriot Act Compliance. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, for or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity entity, or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closingthis transaction, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreementtransaction, directly or indirectly, on behalf of, any such person, group, entity or nation. Purchaser is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering. None of the funds of Purchaser have been or will be derived from any unlawful activity with the result that the investment of direct or indirect equity owners in Purchaser is prohibited by law or that the transaction or this Agreement is or will be in violation of law. Purchaser has and will continue to implement procedures, and has consistently and will continue to consistently apply those procedures, to ensure the foregoing representations and warranties remain true and correct at all times prior to Closing.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser5.1 As a material inducement to Vendor entering into this Agreement and completing the transaction and acknowledging that Vendor is entering into this Agreement in reliance upon the representations and warranties of Purchaser set out herein, as to itself only, Purchaser hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Vendor that: A. (a) Purchaser is a limited liability company corporation duly organized, organized and validly existing and in good standing under the laws of the state jurisdiction of its formation, incorporation of Purchaser and is authorized to transact carry on business in the state where its Land is located, and Province of Ontario; (b) Purchaser has the full and unrestricted corporate power and authority to execute acquire the Purchased Assets according to the intent and deliver meaning of this Agreement Agreement; (c) the execution, delivery and all other documents required or contemplated by the terms performance of this Agreement (collectively, the “Purchaser Documents”) has been duly and to consummate the transactions contemplated herein. Purchaser has taken validly authorized by any and all requisite company action required to authorize the appropriate member(s)corporate, manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution directors’ actions and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement result in any violation of, be in conflict with or constitute a default under any articles, charter, bylaw or other such similar governing document or rule regarding Purchaser, or any agreement to which Purchaser is subject bound; (d) Purchaser is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. Purchaser has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing; (e) Purchaser is a HST resident under the ETA; (f) the execution, delivery and performance of this Agreement will not result in any violation of, be in conflict with or constitute a default under any term or provision of any agreement or document to which Purchaser is a party or by which Purchaser is bound, nor under any regulation applicable to Purchaser; and (g) this Agreement and any other agreements delivered in connection herewith constitute valid and binding obligations of Purchaser enforceable against Purchaser in accordance with their terms. C. No insolvency proceeding 5.2 From and after the date hereof and until Closing Date, the Purchaser shall not do anything which would cause any of the warranties or petition representations contained herein to become untrue or incorrect in bankruptcy any material respect and in all events shall forthwith notify Vendor in writing if Purchaser becomes aware that any warranty or representation becomes untrue or incorrect in any material respect. 5.3 The representations and warranties of Purchaser set forth in Section 5.1 shall not merge on the Closing of the transaction contemplated herein but shall survive beyond the Closing Date for a period of 18 months provided that any claim in respect of the appointment breach of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, representation and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order warranty (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation whether pursuant to any law that is enforced Article 7 of this Agreement or administered by otherwise) shall be made prior to the Office expiry of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationperiod.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser(a) Purchaser covenants, as to itself only, hereby represents and warrants as follows, which representations and warranties shall be true and correct to Seller the following as of the date Effective Date and as of Closingthe Closing Date: A. (i) Subject to the provisions below, Purchaser has the full right, power and authority to (a) execute and deliver this Agreement, (b) purchase the Property from Seller pursuant to this Agreement, and (c) perform all of Purchaser’s obligations under this Agreement. Subject to the provisions below, the entering into this Agreement does not, and the consummation of the acts contemplated by this Agreement shall not violate any agreements, documents or instruments to which Purchaser is a party or by which it is bound, or any law, governmental regulation, order or decree to which Purchaser is subject. Notwithstanding anything to the contrary set forth above, Purchaser shall require the approval of its board of directors in order to consummate the acquisition of the Property, which Purchaser shall seek to obtain prior to the end of the Inspection Period and such requirement shall be deemed satisfied if Purchaser does not terminate the Agreement prior to the expiration of the Inspection Period. (ii) Purchaser is a limited liability company duly organized, validly existing organized and in good standing under the laws of the state State of its formationDelaware. The person signing this Agreement on behalf of Purchaser has been authorized by all necessary actions to execute this document on behalf of Purchaser. (iii) Purchaser and, to Purchaser’s knowledge, except for third-party persons who hold a direct or indirect ownership interest in Purchaser, is authorized (i) not currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar List, (ii) not a person or entity with whom a citizen of the United States is prohibited to transact business engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the state where its Land President of the United States, and (iii) not an “Embargoed Person”, (b) to Purchaser’s actual knowledge, except for third-party persons that hold a direct or indirect ownership interest in Purchaser, none of the funds or other assets of Purchaser constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person, and (c) to Purchaser’s actual knowledge, no Embargoed Person has any interest of any nature whatsoever in Purchaser (whether directly or indirectly). (iv) Purchaser is locatedin compliance with all applicable anti-money laundering and anti-terrorist laws, regulations, rules, executive orders and government guidance, including the reporting, record keeping and compliance requirements of the Bank Secrecy Act, as amended by The International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001, Title III of the USA PATRIOT Act, and other authorizing statutes, executive orders and regulations administered by OFAC, and related Securities and Exchange Commission, SRO or other agency rules and regulations, and has the full policies, procedures, internal controls and unrestricted power and authority systems that are reasonably designed to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement ensure such compliance. (collectively, the “Purchaser Documents”v) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)not (i) commenced a voluntary case, manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other such similar document relief for debtors, (ii) caused, suffered or rule regarding Purchaser, or any agreement consented to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by receiver, trustee, administrator, conservator, liquidator or against Purchaser similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (nor is Purchaser contemplating any such filing), Purchaser has not iii) made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, Purchaser hereby represents and warrants to Seller as follows, which representations and warranties shall be true and correct as of the date of Closing: A. (a) Purchaser is a limited liability company an entity duly organized, validly existing and in good standing under the laws of the state State of its formation, Delaware and is authorized duly qualified to transact conduct business in the state where its Land is located, States of Delaware and New York. (b) Purchaser has the full and unrestricted corporate power and authority to execute, deliver and perform this Agreement in accOrdance with its terms. The execution, delivery and performance of this Agreement by Purchaser have been validly authorized by all corporate action on the part of Purchaser. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable against it in accordance with its terms. (c) Neither the execution nor delivery of this Agreement nor compliance with the terms and provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any contract or other instrument to which Purchaser is a party or by which Purchaser may be bound or constitutes a default thereunder. (d) This Agreement constitutes the legal, valid, and binding obligation of the Purchaser, enforceable against it in accordance with its terms. Purchaser has the absolute and unrestricted right, power, authority, and capacity to execute and deliver this Agreement and all other documents required or contemplated by to perform its obligations under this Agreement. Neither the terms execution nor delivery of this Agreement will, directly or indirectly (collectivelywith or without notice or lapse of time): (i) contravene, conflict with, or result in a violation of (a) any provision of the “Purchaser Documents”organizational documents of the Company, or (b) and any resolution adopted by the board of directors or the stockholders of the Company; (ii) contravene, conflict with, or result in a violation of, or give any person the right to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required challenge this Agreement or to authorize the appropriate member(s)exercise any remedy or obtain any relief under, manager(s) any legal requirement or officer(s) of Purchaser any order to execute and deliver which the Purchaser Documentsmay be subject. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), e) Purchaser has not made an assignment worked with any broker or finder or incurred any liability for any brokerage fees, commissions or finders fees in connection with the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions transaction contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserIn order to induce the Seller to enter into this Agreement and sell the Shares, as Purchaser makes the following representations and warranties to itself only, hereby represents and warrants as followsthe Seller, which representations and warranties shall be true and correct as of the Closing Date as well as the date of Closinghereof: A. 6.1 The Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Nevada. It has the full and unrestricted all requisite power and authority to execute own, lease and deliver operate its properties and assets and to conduct its business as it will now be conducted. 6.2 Purchaser has full power and authority to enter into this Agreement and all other documents required or to carry out the transactions contemplated by the terms hereby. The execution, delivery and performance of this Agreement (collectively, by Purchaser and the “Purchaser Documents”) and to consummate consummation of the transactions contemplated herein. Purchaser has taken hereby have been duly and validly authorized by all requisite company action required action, and this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, subject to authorize any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity. Neither the appropriate member(s), manager(s) execution nor delivery of this Agreement by Purchaser nor the consummation by Purchaser of the transactions contemplated hereby requires the approval or officer(s) consent of Purchaser to execute and deliver the Purchaser Documentsany third party. B. 6.3 The execution execution, delivery and delivery performance of this Agreement and the Purchaser Documents transactions contemplated by Purchaser and compliance with the provisions of such documents by Purchaser this Agreement will not violate conflict with, or constitute or result in a breach, default or violation of (i) the provisions Articles of the limited liability company agreement Organization or Operating Agreement of Purchaser; (ii) any other such similar document law, ordinance, regulation or rule regarding applicable to Purchaser; (iii) any order, judgment, injunction or any agreement to which Purchaser is subject or other decree by which Purchaser is bound; or (iv) any written or oral contract, agreement, or commitment to which Purchaser is a party. C. No insolvency proceeding 6.4 There is no broker or petition finder or other person who has any valid claim against the Purchaser, the Company, the Seller, any of their respective affiliates or any of their respective shares for a commission, finders’ fee, brokerage fee or other similar fee in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition forconnection with this Agreement, or entered into an arrangement withthe transactions contemplated hereby, creditorsby virtue of any actions taken by on or behalf of the Purchaser or any of its officers, and Purchaser has not failed generally to pay its debts as they become dueemployees, independent contractors or agents. D. Neither 6.5 No representation or warranty by the Purchaser contained in this Agreement nor any statement or certificate furnished or to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, be furnished by or on behalf ofof the Purchaser to the Seller or its representatives in connection herewith or pursuant hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact required to make the statements contained herein or therein not misleading. There is named by any Executive Order (including no fact known to the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law Purchaser that is enforced or administered has not been disclosed by the Office of Foreign Assets Control, and Purchaser is not engaging to the Seller that might reasonably be expected to have or result in a material adverse effect on the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationShares.

Purchaser’s Representations and Warranties. Each individual entity comprising (i) Purchaser has the financial wherewithal to perform the obligation required of it pursuant to this Agreement, including, but not limited to payment of the Xxxxxxx Money and Purchase Price, and obtaining financing from any third party is not a condition to Purchaser’s obligations hereunder. Within thirty (30) days of the Effective Date Purchaser shall furnish Seller with evidence that, at Closing, Purchaser will have the funds available to pay the Purchase Price. (ii) Purchaser, as to itself onlyand the individual executing this Agreement on behalf of Purchaser, hereby represents and warrants as followshave the full right, which representations and warranties shall be true and correct as of the date of Closing: A. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is locatedpower, and has authority, without the full and unrestricted power and authority joinder of any other person or entity, to enter into, execute and deliver this Agreement Agreement, and to perform all other documents required duties and obligations imposed on Purchaser under this Agreement. (iii) neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or contemplated by compliance with the terms and conditions of this Agreement (collectively, conflict with or will result in the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) breach of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery any of the Purchaser Documents by Purchaser and compliance with the terms, conditions, or provisions of such documents by Purchaser will not violate the provisions of the limited liability company any agreement or any other such similar document or rule regarding Purchaser, or any agreement instrument to which Purchaser is subject a party or by which Purchaser or any of Purchaser’s assets is bound. C. No insolvency proceeding (iv) there is no existing or petition pending (or to Purchaser’s actual knowledge threatened) litigation affecting Purchaser, and (v) Purchaser is in bankruptcy compliance with the requirements of the Executive Order and other similar requirements contained in the rules and regulations of OFAC and in any enabling legislation or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Foreign Asset Orders. Neither Purchaser nor any beneficial owner of Purchaser (a) is listed on the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Purchaser’s knowledge any personthe Executive Order and/or on the OFAC Lists, groupor (b) is a person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders; or (c) is owned or controlled by, entity or nation that Purchaser is acting, directly or indirectly, for, acts for or on behalf of, is named any person on the OFAC Lists or any other person who has been determined by competent authority to be subject to the prohibitions contained in the Foreign Asset Orders, or any Executive Order (including other anti-terrorism or anti-money laundering laws or regulations, including, without limitation, the September 24Bank Secrecy Act, 2001as amended, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department Money Laundering Control Act of 1986, as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationamended.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser has been duly organized and is validly existing as a limited liability company duly organized, validly existing and partnership in good standing under in the laws State of the state of its formationDelaware and, is authorized prior to transact Closing, will be qualified to do business in the State of Texas. Purchaser has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Purchaser at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Purchaser, enforceable in accordance with their terms. (b) Purchaser is not a debtor in any voluntary or involuntary proceedings in bankruptcy, reorganization or similar proceedings under the Federal bankruptcy laws or under any state where its Land is locatedlaws relating to the protection of debtors, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an a general assignment for the benefit of creditors its creditors. (c) Purchaser is not an employee benefit plan (a “Plan”) subject to ERISA or filed Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) and assets of a petition forPlan are not being used to acquire the Property, or entered into Purchaser is not a “party in interest” (as that term is defined in Section 3(14) of ERISA) with respect to any Plan that is an arrangement with, creditorsinvestor in Seller, and Purchaser has Purchaser’s acquisition of the Property will not failed generally to pay its debts as they become dueconstitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that (d) Purchaser is actingcurrently in compliance with and shall at all times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of OFAC of the Department of the Treasury (including those named on OFAC’s Specially Designated Nationals and Blocked Persons List) and any statute, directly or indirectly, for, or on behalf of, is named by any Executive Order executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism) ), or the United States Treasury Department as a terrorist, “Specially Designated National other governmental action relating thereto. Purchaser’s representations and Blocked Person,” warranties set forth in this Section 7 shall not be deemed to be merged into or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered waived by the Office instruments of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating but shall survive the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationClosing for the Survival Period.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing standing, under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and New Jersey. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform (i) this Agreement and (ii) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). This Agreement has been, and Purchaser's Ancillary Documents will be, duly executed and delivered by and on behalf of Purchaser. (c) Except for: (i) approvals of the transfer to Purchaser of the Licenses and third party payor contracts for the Business, or issuance thereof directly to Purchaser; and (ii) any other documents Consents (as hereinafter defined) required to carry out the transactions contemplated hereby, no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of (d) Neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Formation or Operating Agreement. (e) Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of this Agreement will be a default, or whereby timely performance by Purchaser according to the terms of this Agreement may be prohibited, prevented or delayed. (collectivelyf) Neither Purchaser, nor any of its Affiliates has dealt with any person or entity who is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the “Purchaser Documents”transaction contemplated hereby or introducing the parties to each other. As used herein, an "Affiliate" means (i) any person or entity directly or indirectly controlling, controlled by, or under common control with another person or entity, (ii) any person or entity owning or controlling 10% or more of the outstanding voting securities of another person or entity, (iii) any officer, director, partner or employee of any person or entity, and to consummate the transactions contemplated herein. Purchaser has taken all requisite (iv) any company action required to authorize the appropriate member(sfor which a person, classified as an Affiliate by virtue of (i) , (ii), manager(sor (iii) supra, acts as an officer, director, partner or officer(s) of Purchaser to execute and deliver the Purchaser Documentsemployee. B. The execution (g) Purchaser understands that the Business is newly formed and delivery has limited operating history. Purchaser, therefore, has entered into this Agreement in reliance solely on the description of the Business set forth in the offering documents to investors. (h) Purchaser Documents by Purchaser and compliance is familiar with the provisions of such documents by Purchaser will not violate Purchased Assets, including the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditorsLicenses, and Purchaser has not failed generally shall acquire the same subject to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property all conditions and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Controlrestrictions set forth therein, and Purchaser is not engaging all obligations and liabilities of Seller thereunder or in the Closingconnection therewith, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationexcept for those specified herein as Excluded Liabilities.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that the following are true, which representations and warranties shall be true complete and correct as of the date of Closing:this Agreement and shall be true, complete and correct as of each Closing Date (with respect to the Properties being transferred and conveyed as of such Closing Date): A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and New York. Purchaser has the full and unrestricted all requisite corporate power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectivelyAgreement, the “Purchaser Documents”) to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance with the provisions of such documents consummation by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or any other such similar document or rule regarding to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) Neither the execution and delivery of this Agreement nor its performance by Purchaser, will conflict with or result in the breach of any agreement contract, agreement, law, rule or regulation to which Purchaser is subject a party or by which Purchaser is bound. C. (c) No insolvency proceeding approvals, consents, authorizations, declarations, registrations or petition notices of or to any Governmental Entity that has not been received or made is required by or with respect to Purchaser in bankruptcy connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except for (i) the filing of any premerger notification and report forms and the expiration or termination of any waiting periods required by the HSR Act, (ii) any Pharmacy Approvals, and (iii) any other approvals, consents, authorizations, declarations, registrations or notices that, if not made or obtained, would not materially and adversely affect the ability of Purchaser to perform its obligations under this Agreement or any Related Agreement or to consummate the transactions contemplated hereby or thereby. (d) Except for the appointment of a receiver has been filed fees payable to Mxxxxx Sxxxxxx & Co. Incorporated (which shall be paid solely by or against Purchaser (nor is Purchaser contemplating any such filingPurchaser), Purchaser has not made an assignment for the benefit of creditors no broker, finder or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser investment banker is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant entitled to any law that is enforced brokerage, finder’s or administered by the Office of Foreign Assets Controlother fee, and Purchaser is not engaging commission or expense in the Closing, directly or indirectly, on behalf of, or instigating or facilitating connection with the transactions contemplated by this Agreement, directly Agreement based upon arrangements made by or indirectly, on behalf of, any such person, group, entity or nationof Purchaser. (e) Purchaser presently intends to spend in the aggregate amongst all the Properties the sum of $150,000,000 to renovate the Properties (based on acquiring all 54 Properties).

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller, which representations and warranties shall be true and correct as of the date of ClosingEffective Date as follows: A. 10.2.1 Purchaser is a limited liability company duly organized, organized and validly existing and in good standing under the laws of the state State of its formation, is authorized Delaware. Purchaser has full power to transact own Purchaser’s property and to carry on Purchaser’s business in the state where its Land is located, and as now being conducted. Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform Purchaser’s obligations under this Agreement and all other the documents required or contemplated to be executed and delivered by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinpursuant hereto. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser this Agreement and compliance with the provisions of such documents by Purchaser, and the performance of Purchaser’s obligations hereunder and thereunder, have been authorized by all necessary action on Purchaser’s part. Upon execution and delivery, this Agreement and such documents will constitute Purchaser’s valid and binding obligations enforceable in accordance with their respective terms, except to the extent limited by bankruptcy or insolvency laws, or laws affecting creditor’s rights generally. 10.2.2 Purchaser will is not violate a party to any pending action, suit, or other litigation or proceeding which is reasonably likely to have a material adverse effect on Purchaser’s ability to close on the provisions sale of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditorsProperty, and Purchaser has not failed generally to pay its debts as they become dueno actual knowledge of the existence or threat of any such action. D. 10.2.3 Purchaser has complied in all material respects with the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, which comprises Title III of the Patriot Act, and the regulations promulgated thereunder, and the rules and regulations administered by the OFAC, to the extent such laws are applicable to it. Neither Purchaser Purchaser, nor any direct or, to Purchaser’s knowledge any personknowledge, group, entity or nation that indirect owner of Purchaser is acting, directly or indirectly, forincluded on the List of Specially Designated Nationals and Blocked Persons maintained by the OFAC, or on behalf is a resident in, or organized or chartered under the laws of, is named (i) a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the Patriot Act as warranting special measures due to money laundering concerns or (ii) any Executive Order (including foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the September 24Financial Action Task Force on Money Laundering, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or of which the United States Treasury Department as is a terrorist, “Specially Designated National member and Blocked Person,” with which designation the United States representative to the group or is otherwise a banned or blocked person, group, entity or nation pursuant organization continues to concur. The foregoing representation shall not be applicable to any law that indirect owners of Purchaser whose ownership interest is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging solely in the Closing, directly form of publicly traded stocks or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationother securities acquired in a publicly traded market.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Delaware. (b) Purchaser has the full and unrestricted corporate power and authority to execute enter into and deliver perform this Agreement and all other documents required or contemplated and instruments to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein"PURCHASER'S ANCILLARY DOCUMENTS"). Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser this Agreement and Purchaser's Ancillary Documents by Purchaser Purchaser, and compliance with the provisions of such documents performance by Purchaser of all of its obligations hereunder and thereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate or other requisite action, as the case may be. This Agreement has been, and Purchaser's Ancillary Documents, will not violate be duly executed and delivered by duly authorized officers of Purchaser. (c) This Agreement constitutes, and Purchaser's Ancillary Documents will constitute, valid and legally binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms (except to the provisions extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditors' rights and by the availability of injunctive relief, specific performance and other equitable remedies). (d) Except for the Court's entry of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser Sale Order (nor is Purchaser contemplating any such filingas defined herein), Purchaser has not made an assignment for the benefit of creditors no consent, authorization, order or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf approval of, or instigating filing or facilitating registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement. (e) Neither the execution and delivery of this Agreement by Purchaser, directly nor the consummation by Purchaser of the transactions contemplated hereby, will conflict with or indirectlyresult in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Incorporation or By-laws or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (f) Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which timely performance by Purchaser according to the terms of this Agreement may be prohibited, prevented or delayed. (g) With the exception of Xxxxxx Xxxxxxxx, LLP, working solely on behalf ofof Seller, Purchaser has not dealt with any such personperson or entity who is or may be entitled to a broker's commission, groupfinder's fee, entity investment banker's fee or nationsimilar payment from Seller for arranging the transactions contemplated hereby or introducing the parties to each other. (h) Purchaser will, at the time of Closing, have sufficient funds to consummate the transactions contemplated by this Agreement. (i) Prior to the date hereof, Purchaser or IHI inspected the Purchased Assets.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants to Seller as follows, : A. This Contract is validly executed and delivered by Purchaser and the performance by Purchaser hereunder does not violate (i) any agreement or contract to which representations and warranties shall be true and correct as of the date of Closing: A. Purchaser is a limited liability company party or (ii) any judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority to which Purchaser is subject and all consents required under Purchaser’s organizational documents or by law have been obtained. All documents that are to be executed by Purchaser and delivered to Purchaser on the Closing Date have been, or on the Closing Date will be, duly organizedexecuted, authorized and delivered by Purchaser. B. This Contract and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms and do not, and, at the time of the Closing Date will not, violate any provisions of any agreement or judicial or administrative order to which Purchaser is a party or to which Purchaser or the Property (or any portion thereof) is subject. Purchaser is duly formed, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization. C. There are no existing legal actions, is authorized suits or similar proceedings pending against Purchaser, or to transact business in the state where its Land is locatedbest of Purchaser’s knowledge, threatened against Purchaser, which if adversely determined, would materially and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and adversely affect Purchaser’s ability to consummate the transactions contemplated hereinby this Contract. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor nor, to Purchaser’s knowledge any personof its equity owners or any of its or their respective employees, group, entity officers or nation that Purchaser is acting, directly or indirectly, for, or on behalf ofdirectors, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named by on OFAC’s Specially Designated and Blocked Persons List) or under any Executive Order similar statute, executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationother similar governmental action.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants to Seller as follows, which representations and warranties shall be true and correct as of the date of Closing: A. This Contract is validly executed and delivered by Purchaser and the performance by Purchaser hereunder does not violate (i) any agreement or contract to which Purchaser is a limited liability company party or (ii) any judgment, order, injunction, decree, regulation or ruling of any court or other governmental authority to which Purchaser is subject and all consents required under Purchaser’s organizational documents or by law have been obtained. All documents that are to be executed by Purchaser and delivered to Purchaser on the Closing Date have been, or on the Closing Date will be, duly organizedexecuted, authorized and delivered by Purchaser. B. This Contract and all such documents are, and on the Closing Date will be, legal, valid and binding obligations of Purchaser, enforceable in accordance with their terms and do not, and, at the time of the Closing Date will not, violate any provisions of any agreement or judicial or administrative order to which Purchaser is a party or to which Purchaser or the Property (or any portion thereof) is subject. Purchaser is duly formed, validly existing and in good standing under the laws of the state jurisdiction of its formationorganization. C. There are no existing legal actions, is authorized suits or similar proceedings pending against Purchaser, or to transact business in the state where its Land is locatedbest of Purchaser’s knowledge, threatened against Purchaser, which if adversely determined, would materially and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and adversely affect Purchaser’s ability to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become duethis Contract. D. Neither Purchaser nor nor, to Purchaser’s knowledge any personof its equity owners or any of its or their respective employees, group, entity officers or nation that Purchaser is acting, directly or indirectly, for, or on behalf ofdirectors, is a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of OFAC (including those named by on OFAC’s Specially Designated and Blocked Persons List) or under any Executive Order similar statute, executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Controlother similar governmental action. E. Purchaser has taken, and Purchaser is not engaging in shall continue to take until the Closing, directly such measures as are required by applicable law to assure that the funds used to pay to Seller the Purchase Price are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated. F. No bankruptcy, insolvency, reorganization or indirectlysimilar action or proceeding, on behalf ofwhether voluntary or involuntary, or instigating or facilitating the transactions contemplated by this Agreementis pending, directly or indirectlyor, on behalf ofto Purchaser’s knowledge, any such personthreatened, group, entity or nationagainst Purchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing standing, under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and North Carolina; (b) Purchaser has the full and unrestricted corporate power and authority to execute enter into and deliver perform (x) this Agreement and (y) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). This Agreement has been, and Purchaser's Ancillary Documents will be, duly executed and delivered by duly authorized officers of Purchaser. (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other documents person is required or for the execution and delivery by Purchaser of this Agreement and Purchaser's Ancillary Agreements, and the consummation by Purchaser of the transaction contemplated by this Agreement and Purchaser's Ancillary Documents. (d) Neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Incorporation or By-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of this Agreement (collectivelywill be a default, or whereby timely performance by Purchaser according to the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)terms of this Agreement may be prohibited, manager(s) prevented or officer(s) of Purchaser to execute and deliver the Purchaser Documentsdelayed. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding (f) Neither Purchaser, nor any of its Affiliates has dealt with any person or entity who is or maybe entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the transaction contemplated hereby or introducing the parties to each other. As used herein, as "Affiliate" is any agreement person or entity which controls a party to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly which that party controls, or indirectlywhich is under common control with that party. In the case of Seller, on behalf ofan Affiliate shall include Xxxxxx Xxxxxxxx Industries, any such personInc. and its subsidiaries. "Control" means the power, groupdirect or indirect, to direct or cause the direction of the management and policies of a person or entity through voting securities, contract or nationotherwise.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby BVF represents and warrants as follows, which representations and warranties shall be true and correct as of to the date of ClosingCompany that: A. Purchaser (a) BVF and each Permitted Subscriber who subscribes for Placement Shares is a limited liability company an entity duly organized, incorporated or established and validly existing and in good standing under the laws of its place of incorporation or establishment; (b) BVF and each Permitted Subscriber has the state of its formation, is authorized power to transact business in the state where its Land is located, enter into and perform this document and has obtained all necessary consents and authorisations to enable it to do so; (c) this document constitutes valid and binding obligations upon it enforceable in accordance with its terms; (d) the full agreement recorded in this document and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)by it do not conflict with or result in a breach or default by it of any obligation (including any statutory, manager(scontractual or fiduciary obligation) or officer(s) constitute or result in any default by it under any provision of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement its constitution or any other such similar document material provision of any agreement, deed, writ, order, injunction or rule regarding Purchaser, or any agreement judgment to which Purchaser it is a party or is subject or by which Purchaser it is bound.; C. No insolvency proceeding (e) it is not Insolvent; (f) it and each Permitted Subscriber who subscribes for Placement Shares is a is an “Accredited Investor” as such term is defined in Rule 501(a) of Regulation D of the Securities and Exchange Commission promulgated pursuant to the US Securities Act and on or petition prior to the Completion Date will have delivered the accredited investor questionnaire attached hereto as Annexure 2; (g) it and each Permitted Subscriber who subscribes for Placement Shares is a sophisticated or professional investor (as those terms are defined in bankruptcy Chapter 6D of the Corporations Act) or other person to whom an offer or issue of Shares can be made without a disclosure document under section 708 of the Corporations Act; (h) the acquisition of Placement Shares by BVF and each Permitted Subscriber who subscribes for Placement Shares will not involve a breach of any applicable law by BVF or a Permitted Subscriber; (i) BVF and each Permitted Subscriber who subscribes for Placement Shares subscribes for them as principal and not for the purposes of selling or transferring them or granting, issuing or transferring interests in or options or warrants over them to any other person; (j) BVF and each Permitted Subscriber who subscribes for Placement Shares has made and relied upon its own assessment of the Company and the Placement Shares; (k) it and each Permitted Subscriber understands that the Placement Shares have not been registered under the US Securities Act and that such securities are being offered and sold pursuant to an exemption from registration under the US Securities Act. BVF further acknowledges and understands that such securities may not be resold or transferred except in a transaction registered under the US Securities Act (which BVF acknowledges the Company has no obligation to do) or in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act; (l) it and each Permitted Subscriber has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests; (m) BVF and each Permitted Subscriber who subscribes for Placement Shares is acquiring the Placement Shares for its own account and not with a view towards their distribution; (n) it and each Permitted Subscriber is acquiring the Placement Shares for its own account and not with a view towards, or for resale in connection with, the appointment public sale or distribution thereof, except pursuant to sales registered or exempted under the US Securities Act; (o) it and each Permitted Subscriber will not offer, sell, pledge, transfer or otherwise dispose of a receiver has been filed by or against Purchaser the Placement Shares except: (nor is Purchaser contemplating any such filingi) in an offshore transaction (as defined in Rule 902(h) under the US Securities Act), Purchaser has not made an assignment for including in ordinary transactions on the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due.ASX; D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorismii) or in the United States Treasury Department to a “qualified institutional buyer” (as a terrorist, “Specially Designated National defined in and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation in reliance on Rule 144A under the US Securities Act); or (iii) pursuant to any law that is enforced or administered by Rule 144 under the Office of Foreign Assets ControlUS Securities Act, and Purchaser is not engaging if available, in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationeach case in compliance with all applicable laws.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct to Seller that as of the date of Closingthis Agreement: A. (i) Purchaser is a limited liability company duly organized, formed and validly existing limited partnership organized under the laws of Delaware and on the Closing Date will be qualified to transact business and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, Delaware and New York. (ii) Purchaser has the full and unrestricted legal right, power and authority to execute and deliver this Agreement and all other documents required now or contemplated hereafter to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Documents”) and "PURCHASER'S DOCUMENTS"), to consummate the transactions transaction contemplated hereinhereby, and to perform its obligations hereunder and under Purchaser's Documents. The person signing this Agreement on behalf of Purchaser is authorized to do so. No consent of any trustee, beneficiary, partner, shareholder, member, creditor, investor, judicial or administrative body, authority or other party is required which has taken not been obtained to permit Purchaser to enter into this Agreement and consummate the transaction contemplated hereby. (iii) This Agreement is, and all requisite company action required the Purchaser's Documents will be, legal, valid, and binding obligations of Purchaser enforceable against Purchaser in accordance with their respective terms (except to authorize the appropriate member(sextent that such enforcement may be limited by applicable bankruptcy, insolvency, moratorium and other principles relating to or limiting the rights of contracting parties generally), manager(s) and does not and will not violate any provisions of any, to Purchaser's Knowledge, regulation, law, or officer(s) of court order, judgment, decree, or agreement to which Purchaser is a party or to execute and deliver the Purchaser Documentswhich it is subject. B. (iv) The execution and delivery of this Agreement by Purchaser, the Purchaser Documents consummation of the transactions herein contemplated to be performed by Purchaser Purchaser, and compliance with the provisions terms of such documents this Agreement by Purchaser will not violate conflict with, or with or without notice or the provisions passage of time or both, result in a breach of any of the limited liability company agreement terms or any other such similar document or rule regarding Purchaserprovisions of, or constitute a default under any agreement document, instrument or agreement, oral or written, to which Purchaser is subject or by which Purchaser is bounda party. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorismv) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in an employee benefit plan (a "PLAN") subject to the ClosingEmployee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, nor a person or entity acting, directly or indirectly, on behalf ofof any Plan or using the assets of any Plan to acquire the Property. Purchaser is not a "party in interest" (as that term is defined in Section 3(14) of ERISA) with respect to any Plan that is an investor in Seller, and Purchaser's acquisition of the Property will not constitute or instigating result in a prohibited transaction under Section 406 of ERISA or facilitating Section 4975 of the Code. (vi) No financing for this transaction shall be provided by Seller, nor is this transaction conditioned on Purchaser obtaining financing for this transaction. (vii) There are no pending actions, suits, proceedings or investigations to which Purchaser is a party before any court or other governmental authority which may have an adverse impact on the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationhereby.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that: (i) Purchaser is an Ohio corporation, which representations duly organized and warranties shall be true and correct as validly existing pursuant to the law of the date jurisdiction of Closing:its organization. A. (ii) Purchaser is a limited liability company duly organized, validly existing authorized and in good standing under the laws of the state empowered to enter into this Agreement and perform all of its formationobligations under this Agreement without any qualification whatsoever. (iii) No consent or approval of any third party (including without limitation, any governmental or quasi-governmental authority) is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority or was required by Purchaser to execute and deliver this Agreement or consummate this transaction. (iv) Upon the signing and all other documents required or contemplated by the terms delivery of this Agreement, it will be legally binding upon Purchaser in accordance with all of its provisions, except as such provisions may be qualified or limited by bankruptcy, creditor's rights and equitable principles. (v) The person signing this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. on behalf of Purchaser has taken all requisite company action required been duly authorized to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute sign and deliver the Purchaser Documentsthis Agreement on behalf of Purchaser. B. (vi) To the best of Purchaser's Knowledge (as hereinafter defined) Purchaser has not committed any act or permitted any action to be taken which would materially adversely affect its ability to perform all of its obligations under this Agreement. (vii) The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance Purchaser's performance of it obligations under this Agreement shall not conflict with the provisions any law, statute, ordinance, regulation, order, directive or decree of such documents by Purchaser will not violate the provisions of the limited liability company any governmental or quasi-governmental authority or any contract, other agreement or any other such similar document or rule regarding Purchaser, or any agreement obligation to which Purchaser is subject a party or by which Purchaser is otherwise bound. C. No insolvency proceeding (viii) Except for Eugexx Xxxxxx xxx Chadxxxx & Xaylxx, xxither Purchaser nor its agents have dealt with any broker, finder or petition other person in bankruptcy connection with this transaction who is entitled to any Commission or for similar payment as a result of the appointment acts of a receiver has been filed Purchaser or its agents. (ix) All copies of documents furnished or to be furnished to Seller by Purchaser or against Purchaser on its behalf in connection with this transaction are true and complete copies of the originals. The term Purchaser's Knowledge, when used in the context of "to the best of Purchaser's Knowledge" (nor is Purchaser contemplating or any such filingderivative form thereof) shall mean the actual (written or oral), Purchaser has not made an assignment for the benefit imputed, knowledge of creditors or filed a petition forScotx Xxxxxxxx, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become dueXxmex X. Xxxxxx xx Joan X. Xxxxxxx. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants unto and covenants with the Seller, and such representations, warranties and covenants are material inducements to the Seller entering into this Agreement, as follows, which representations and warranties shall be true and correct as of the date of Closing: A. (a) The Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of its formationNew York. Aris is a corporation duly organized, is authorized to transact business validly existing and in good standing under the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery laws of the Purchaser Documents by Purchaser and compliance with the provisions State of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is actingNew York. Aris owns, directly or indirectly, forall of the shares of capital stock of Purchaser. The Purchaser has all requisite corporate power and authority to execute, deliver and perform this Agreement and all writings related hereto. Aris has all requisite corporate power and authority to issue and deliver the Aris Common Stock to Seller as required under this Agreement. The Purchaser and Aris have all necessary power and authority to carry on their respective business as now conducted and to own, lease or operate their properties as and in the manner and in the places where such business is now conducted and such properties are now owned, leased or operated. (b) The execution, delivery and performance by the Purchaser of this Agreement and all writings relating hereto have been duly authorized by the unanimous written consent of the Board of Directors and sole shareholder of the Purchaser and the Board of Directors of Aris. Purchaser is a wholly owned subsidiary of ECI, and ECI is a wholly owned subsidiary of Aris. This Agreement and all writings relating hereto to be signed by the Purchaser constitute valid and binding obligations of the Purchaser enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement or any writing relating hereto nor the consummation by the Purchaser of the transactions contemplated hereby and thereby will (i) conflict with or result in a breach of the Certificate of Incorporation or By-Laws of the Purchaser or Aris or (ii) violate or conflict with or constitute a default under any agreement to which the Purchaser or Aris is a party. Except as set forth on behalf ofSchedule 11.1, no consent or approval of or notification to any governmental authority or any other person, firm or entity whatsoever is named required in connection with the execution and delivery by the Purchaser or Aris of this Agreement or any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) writing relating hereto or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” consummation of the transactions contemplated hereby or is otherwise a banned thereby. (c) There are no actions or blocked person, group, entity proceedings pending against the Purchaser or nation pursuant to Aris or their affiliates in any law that is enforced court or administered by the Office of Foreign Assets Controlgovernmental agency, and neither the Purchaser is not engaging nor Aris has knowledge of any such action or proceedings which are threatened, in the Closing, directly or indirectly, on behalf of, or instigating or facilitating each case which would affect the transactions contemplated by this Agreement. (d) The Aris Common Stock delivered to Seller at the Closing pursuant to Section 3 (Stock Purchase Price) will be duly issued, directly or indirectlyfully paid and non-assessable. The authorized capital stock of the Aris consists of 50,000,000 shares of Common Stock, par value $.01 per share, of which 11,925,400 shares are issued and outstanding (prior to the issuance of shares to Seller pursuant to this Agreement) on behalf ofthe Closing Date, any and 10,000,000 shares of Preferred Stock, par value $.01 per share, of which none are outstanding on the Closing Date. On the Closing Date, there is also outstanding a warrant issued to Xxxxxx Financial, Inc. to obtain 584,345 shares of Aris Common Stock and an aggregate of 857,500 options to purchase Aris Common Stock issued to employees and directors of Aris and its subsidiaries pursuant to Aris' 1993 Stock Incentive Plan. The Aris 1993 Stock Incentive Plan currently reserves a maximum of 1,200,000 shares of Aris Common Stock for issuance of options, stock and other rights pursuant to such person, group, entity or nationPlan.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that the following are true, which representations and warranties shall be true complete and correct as of the date of Closing:this Agreement and shall be true, complete and correct as of each Closing Date (with respect to the Properties being transferred and conveyed as of such Closing Date): A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and New York. Purchaser has the full and unrestricted all requisite corporate power and authority to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement (collectivelyAgreement, the “Purchaser Documents”) to perform its obligations hereunder and to consummate the transactions contemplated hereinhereby. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance with the provisions of such documents consummation by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Purchaser are necessary to authorize this Agreement or any other such similar document or rule regarding to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms. (b) Neither the execution and delivery of this Agreement nor its performance by Purchaser, will conflict with or result in the breach of any agreement contract, agreement, law, rule or regulation to which Purchaser is subject a party or by which Purchaser is bound. C. (c) No insolvency proceeding approvals, consents, authorizations, declarations, registrations or petition notices of or to any Governmental Entity that has not been received or made is required by or with respect to Purchaser in bankruptcy connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby except for (i) the filing of any premerger notification and report forms and the expiration or termination of any waiting periods required by the HSR Act, (ii) any Pharmacy Approvals, and (iii) any other approvals, consents, authorizations, declarations, registrations or notices that, if not made or obtained, would not materially and adversely affect the ability of Purchaser to perform its obligations under this Agreement or any Related Agreement or to consummate the transactions contemplated hereby or thereby. (d) Except for the appointment of a receiver has been filed fees payable to Xxxxxx Xxxxxxx & Co. Incorporated (which shall be paid solely by or against Purchaser (nor is Purchaser contemplating any such filingPurchaser), Purchaser has not made an assignment for the benefit of creditors no broker, finder or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser investment banker is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant entitled to any law that is enforced brokerage, finder's or administered by the Office of Foreign Assets Controlother fee, and Purchaser is not engaging commission or expense in the Closing, directly or indirectly, on behalf of, or instigating or facilitating connection with the transactions contemplated by this Agreement, directly Agreement based upon arrangements made by or indirectly, on behalf of, any such person, group, entity or nationof Purchaser. (e) Purchaser presently intends to spend in the aggregate amongst all the Properties the sum of $150,000,000 to renovate the Properties (based on acquiring all 54 Properties).

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserPurchaser hereby represents, as warrants, and covenants to itself only, hereby represents and warrants as follows, which representations and warranties shall be Seller that the following are true and correct as of the date Execution Date, and such representations and warranties shall be deemed to be remade as of Closingthe Closing Date: A. (a) Purchaser is a limited liability company partnership, duly organized, validly existing and in good standing under the laws of the state State of its formation, Delaware. Purchaser is authorized qualified to transact business in the state where its Land is States in which the Premises are located, and except where the failure to be so qualified should not have a material adverse effect on the Premises. (b) Purchaser has the full and unrestricted power and authority to execute execute, deliver and deliver perform this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinhereby. Purchaser This Agreement has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute been duly and deliver the Purchaser Documents. B. The execution validly executed and delivery of the Purchaser Documents delivered by Purchaser and compliance constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with the provisions of terms hereof, except as such documents enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement thereof or relating to creditors’ rights generally. (c) No consent, approval, permit or order of, nor filing with, any individual, partnership, corporation, trust or other entity, governing agency or political subdivision is required in connection with: (i) the execution, delivery, and performance by Purchaser will not violate of this Agreement or (ii) the provisions consummation by Purchaser of the limited liability company agreement or any other such similar document or rule regarding transactions contemplated hereby. (d) To Purchaser’s knowledge, none of the execution, delivery and performance by Purchaser of this Agreement, nor the consummation by Purchaser of the transactions contemplated hereby, will be in conflict with, or constitute a default (or an event or condition which, with notice of lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or result in the creation or imposition of any agreement lien or encumbrance under, any agreement, note, mortgage or other instrument to which Purchaser is subject a party or by which Purchaser is boundmay be bound or subject, or, to Purchaser’s knowledge, violate any court order or decree binding upon such party. C. (e) Purchaser acknowledges that, by the end of the Inspection Period, Purchaser will have had sufficient opportunity to inspect the Property at its expense in order to ascertain to its satisfaction the extent to which the Property complies with applicable zoning, building, environmental, health and safety and all other laws, codes and regulations, except as otherwise expressly set forth herein. (f) Purchaser acknowledges that, by the end of the Inspection Period, Purchaser will have had sufficient opportunity to review the Leases, Service Contracts, expenses and other matters relating to the Property in order to determine, based upon its own investigations, inspections, tests and studies, whether to purchase the Property and to assume Seller’s obligations under the Leases, Assumed Service Contracts and otherwise with respect to the Property, except as otherwise expressly set forth herein. (g) Purchaser has no knowledge of any violation by Purchaser of (a) the PATRIOT Act, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. § 5311 et seq., the Money Laundering Control Act of 1986, and laws relating to the prevention and detection of money laundering in 18 U.S.C. §§ 1956 and 1957; (b) the Export Administration Act (50 U.S.C. §§ 2401-2420), the International Emergency Economic Powers Act (50 U.S.C. § 1701, et seq.), the Arms Export Control Act (22 U.S.C. §§ 2778-2994), the Trading With The Enemy Act (50 U.S.C. app. §§ 1-44), and 13 U.S.C. Chapter 9; (c) the Foreign Asset Control Regulations contained in 31 C.F.R., Subtitle B, Chapter V; and (d) any other civil or criminal federal or state laws, regulations, or orders of similar import. (h) Purchaser is not an entity with whom Seller is prohibited from engaging in this transaction due to any United States government embargos, sanctions, or terrorism or money laundering laws, including, without limitation, due to Purchaser or any party that has ownership in or control over Purchaser being (1) subject to United States government embargos or sanctions, (2) in violation of terrorism or money laundering laws, statutes, executive orders or other governmental action, or (3) listed on a published United States government list (e.g., Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control or other lists of similar import). (i) No insolvency proceeding Bankruptcy, insolvency, rearrangement or similar action involving Purchaser, whether voluntary or involuntary, is pending or to Purchaser’s actual knowledge, without any inquiry, threatened, and Purchaser has never: (i) filed a voluntary petition in bankruptcy; (ii) been adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Federal bankruptcy act or for any other laws; (iii) sought or acquiesced in the appointment or any trustee, receiver or liquidator of a receiver has been filed by all or against Purchaser any substantial part of its or his real or personal properties, or (nor is Purchaser contemplating any such filing), Purchaser has not iv) made an assignment for the benefit of creditors or filed a petition for, admitted in writing its or entered into an arrangement with, creditors, and Purchaser has not failed generally his inability to pay its or his debts generally as they the same become due. D. Neither Purchaser nor to Purchaser’s knowledge any person(j) There is no litigation or proceeding, groupjudicial or administrative, entity or nation that Purchaser is acting, directly or indirectly, forpending, or on behalf ofto the knowledge of Purchaser, is named by any Executive Order (including threatened, materially affecting the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) Purchaser or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant ability of Purchaser to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating consummate the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationhereby.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserTo induce Seller to enter into this Agreement, as to itself only, Purchaser hereby represents warrants and warrants as follows, which representations and warranties shall be true and correct as of covenants to Seller the date of Closingfollowing: A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver this Agreement and all each other documents required or contemplated Closing Document and to perform its obligations hereunder and thereunder and with respect to the Assigned Interest. Purchaser is familiar with financial transactions of the type evidenced by the terms Note Documents and has such knowledge and experience in lending matters that it is capable of this Agreement (collectively, and in a position to evaluate the “Purchaser Documents”) merits and to consummate risks of an investment in the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser DocumentsAssigned Interest. B. (b) The execution and delivery by Purchaser of this Agreement and each other Closing Document and the performance by Purchaser of its obligations hereunder, thereunder and under the Note Documents have been duly authorized, and do not and will not contravene (i) any law or regulation binding on or affecting Purchaser or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (ii) any contractual restriction with any party binding on Purchaser or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, (iii) any order, judgment or decree of any court or other governmental or public body or authority, or subdivision thereof, binding on Purchaser or its officers, directors, members, managers, trustees, employees, agents, representatives, attorneys, successors and assigns, or (iv) the organizational documents of Purchaser. (c) The execution and delivery by Purchaser of this Agreement and each other Closing Document and the performance by Purchaser of its obligations hereunder and thereunder and of the Purchaser Documents Assigned Interest do not require any order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, in order to be binding on Purchaser. (d) This Agreement and each other Closing Document has been duly executed and delivered by Purchaser and compliance with is the provisions binding obligation of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by the bankruptcy, insolvency, reorganization, liquidation, moratorium or any agreement other similar laws of general application and equitable principles relating to which Purchaser is subject or by which Purchaser is boundaffecting creditors’ rights. C. No insolvency proceeding or petition (e) Without in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing)way limiting Seller’s obligations under this Agreement and each other Closing Document, Purchaser has not made an assignment for no claims, rights or recourse against Seller arising from or in any way related to this Agreement, the benefit of creditors Assigned Interest, the Assumed Liabilities, the Notes, the Note Documents, the Collateral or filed a petition forany Note Party, except with respect to the obligations created by, acknowledged, or entered into an arrangement witharising out of this Agreement and the other Closing Documents. (f) Purchaser shall, creditorsas of the Effective Date, be deemed to have assumed all of the Assumed Liabilities. Purchaser is a sophisticated investor and Purchaser’s acceptance of this Agreement is based upon Purchaser’s own independent, evaluation of Borrower, the Notes, the Note Documents, the Collateral and other materials and information deemed relevant by Purchaser and Purchaser’s agents and professional advisors (provided the foregoing shall not limit in any respects any of the representations or warranties of Seller set forth in this Agreement). Xxxxxxxxx was represented by legal counsel in this transaction. (g) Purchaser has conducted its own investigation and analysis of the Assigned Interest, the Assumed Liabilities, the Notes, the Note Documents, the Collateral, and the Note Parties, and Purchaser has not failed generally relied in entering into this Agreement upon any oral or written information from Seller or any of Seller’s direct or indirect parents, subsidiaries, members, affiliates, employees, attorneys, agents or representatives, other than the express representations of Seller contained in Section 5 of this Agreement. Purchaser further acknowledges that no employee or representative of Seller has been authorized to pay its debts as they become due. D. Neither make, and that Purchaser nor to Purchaser’s knowledge has not relied upon, any personrepresentations, groupwarranties and covenants other than the representations of Seller specifically contained in Section 5 of this Agreement. Without limiting the foregoing, entity or nation other than in respect of representations and warranties of Seller specifically contained in Section 5 of this Agreement, Purchaser acknowledges that Purchaser is actingassuming any and all risks regarding the enforceability, validity, priority and collection of the Assigned Interest and the Note Documents. (h) No person acting on behalf of Purchaser is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee, directly or indirectly, for, or on behalf of, is named by from Seller in connection with any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, hereby. (i) Purchaser acknowledges that Seller and its affiliates are retaining rights under any indemnification provisions contained in the Note Documents for periods arising prior to the Effective Date (provided that such retention of rights does not limit any rights of Purchaser and its affiliates under such provisions for periods on behalf of, any such person, group, entity or nationand after the Effective Date).

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of to the date of ClosingVendor that: A. (a) the Purchaser is a limited liability company duly organized, validly corporation established and existing and in good standing under the laws of its jurisdiction and is qualified to purchase and own the state of its formationProperties and the Purchaser has full power, is authorized authority and capacity to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate carry out the transactions contemplated herein. Purchaser ; (b) all necessary action on the part of the directors and if required, shareholders of the Purchaser, has been taken all requisite company action required to authorize and approve the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of this Agreement and the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions completion of the limited liability company agreement transaction contemplated herein; (c) no consent or approval of or registration, declaration or filing with, any other such similar document Government Authority is required for the execution or rule regarding delivery of this Agreement by the Purchaser, the validity or enforceability of this Agreement against the Purchaser, or the performance by the Purchaser of any of the Purchaser's obligations hereunder; (d) neither the Purchaser entering into this Agreement nor the performance by the Purchaser of the terms hereof will result in the breach of or constitute a default under any term or provision of any instrument, document or agreement to which the Purchaser is subject bound or by which subject; (e) the Purchaser is bound.registered pursuant to the Excise Tax Act (Canada) for HST purposes and shall provide to the Vendor on or before the Closing Date the HST registration number of the Purchaser; C. No insolvency proceeding (f) the Purchaser is (i) not an insolvent person within the meaning of the Bankruptcy and Insolvency Act Canada or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser Winding-up and Restructuring Act (nor is Purchaser contemplating any such filingCanada), Purchaser (ii) has not made an assignment for the benefit in favour of its creditors or filed a proposal in bankruptcy to its creditors or any class thereof, (iii) has not had any petition forfor receiving order presented in respect of it, or entered into an arrangement with, creditors, and Purchaser (iv) has not failed generally initiated proceedings with respect to pay a compromise or arrangement with its debts as they become due.creditors or for its winding up, liquidation or dissolution; and D. Neither Purchaser nor to Purchaser’s knowledge (g) there are no defaults including any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including Rent owing under the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered Leases by the Office of Foreign Assets ControlTenant including, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf ofwithout limitation, any such persondefault that would result in any damages or liability to the Landlord resulting from, groupinter alia, entity an insurance or nationenvironmental claim.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, Delaware corporation validly existing and in good standing under the laws of the state jurisdiction of its formation, organization. Purchaser is authorized duly qualified and in good standing in each jurisdiction in which the nature of its business requires it to transact business in the state where its Land is located, and be so qualified. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform this Agreement and all other documents required or contemplated and instruments to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinAgreement. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of this Agreement by Purchaser, and the performance by Purchaser Documents of all of its obligations hereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate action. This Agreement has been duly executed and delivered by Purchaser and compliance constitutes its legal, valid and binding agreement, enforceable against it in accordance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is boundits terms. C. (c) No insolvency proceeding consent, authorization, order or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf approval of, or instigating filing or facilitating registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement. (d) Neither the execution and delivery of this Agreement by Purchaser, directly nor the consummation by Purchaser of the transactions contemplated hereby, will conflict with or indirectlyresult in a breach of any of the terms, conditions or provisions of any agreement or instrument to which Purchaser is a party or any of its properties is subject or bound or any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award that is binding upon Purchaser. (e) Purchaser has not dealt with any person or entity who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment from Seller for arranging the transactions contemplated hereby or introducing the parties to each other. (f) As of the Closing, Purchaser shall have sufficient cash on behalf ofhand to pay the Purchase Price and to make all other necessary payments of fees and expenses in connection with the transactions contemplated by this Agreement. (g) PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, any such personEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.2 BELOW, groupSELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, entity or nationEXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TRANSFERABILITY OF THE PURCHASED ASSETS, TITLE TO THE PURCHASED ASSETS (OR ANY PORTION THEREOF), OR ANY OTHER MATTER OR THING RELATING TO THE PURCHASED ASSETS OR ANY PORTION THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL CONDITION OF THE PURCHASED ASSETS AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING THE PURCHASED ASSETS AS PURCHASER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH ITS ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 5.1, PURCHASER IS DOING SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY, PURCHASER WILL ACCEPT THE PURCHASED ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS.”

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, Purchaser hereby represents and warrants as followsto Seller the following, which representations and warranties shall be true and correct as of the date Effective Date and the Closing Date, as if separately made on each of Closingthose dates: A. (a) Purchaser is a limited liability company corporation duly organizedincorporated, validly existing existing, and in good standing under the laws of the state of its formationTexas. (b) Purchaser has full right, is authorized to transact business in the state where its Land is locatedpower, and has the full and unrestricted power and authority to execute execute, deliver, and deliver perform this Agreement and all documents to be delivered by Purchaser at Closing without the necessity of obtaining any consents or approvals of, or the taking of any other documents required action with respect to, any third parties or contemplated by the terms of governmental authority, and this Agreement and all documents to be delivered by Purchaser at Closing, when executed and delivered by Purchaser, will constitute the legal, valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms. (collectivelyc) There is no litigation, administrative proceeding (including condemnation or similar proceedings or special assessments), arbitration proceeding, judgment, consent decree or governmental investigation outstanding, pending or, to Purchaser’s actual knowledge, without investigation, threatened against, or relating to, the “Purchaser Documents”) and to consummate or the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to hereby that would affect Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten ability to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating consummate the transactions contemplated by this Agreement. (d) The execution, directly delivery, and performance by Purchaser of this Agreement, the consummation of the transactions contemplated hereby, and the compliance by Purchaser with any of the provisions of this Agreement and/or of the other agreements to be entered into at Closing, do not and will not (1) conflict with or indirectlyresult in a violation or breach of, or default (or an event which, with notice or the passage of time, or both, would constitute a default) under, and provision of the organizational documents of Purchaser; or (2) conflict with or result in a violation or breach of any provision of any law or governmental order, writ, injunction, decree, statute, rule or regulation applicable to Purchaser or any of its properties or assets. (e) No broker, finder, or investment banker is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any Related Transaction based upon arrangements made by or on behalf ofof Purchaser or any of its affiliated Related Transactions Parties. Each of the representations and warranties contained in this Section 12 are acknowledged by Purchaser to be material and to be relied upon by Seller in proceeding with this transaction, shall be deemed to have been remade by Purchaser as of the date of Closing, shall not be deemed merged into any such personinstrument of conveyance delivered at Closing and shall survive Closing for one (1) year from Closing. Purchaser agrees to indemnify, groupdefend and hold Seller harmless from any breach of Purchaser’s representations and warranties contained in this Agreement, entity so long as Seller provided written notice to Seller with the specific breach on or nationprior to one (1) year after Closing.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser3.1. Purchaser and the Subsidiaries hereby warrant and represent to Seller, as to itself only, hereby represents and warrants with the intent that Seller shall rely thereon as follows, which representations and warranties shall be true and correct as of the date of Closing: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of its formation, New York and is authorized duly qualified to transact conduct business in the state where its Land is locatedState of Missouri, and has the full and unrestricted all necessary power and authority to execute and deliver this Agreement and all other documents required or consummate the transaction contemplated by the terms of this Agreement (collectivelyAgreement, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)this Agreement, manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The upon due execution and delivery hereof, will constitute a valid, binding and enforceable obligation of Purchaser. (b) Purchaser has incurred no obligation to pay any commission, finder's fee, or similar charge in connection with the transaction provided for in this Agreement. (c) The authorized capital stock of Purchaser consists of 75,000,000 shares of common stock, par value $0.025 per share, of which 16,258,644 shares were issued and outstanding as of the date of this Agreement. The Purchase Price Shares have been duly authorized and when issued and delivered to Seller at the Closing, will be validly issued, fully paid and non-assessable. All of the Purchase Price Shares to be issued to Seller in accordance with this Agreement and/or shares of Purchaser Documents issuable pursuant to the Promissory Note (the "Conversion Shares") will be issued and delivered by Purchaser and in compliance with all applicable state and federal laws concerning the provisions issuance of such documents by Purchaser will not violate the provisions securities and none of the limited liability company agreement Purchase Price Shares nor the Conversion Shares were or will be issued in violation of the preemptive rights of any shareholder of Purchaser. (d) Except as disclosed in the SEC Documents (as hereinafter defined), there are no preemptive or similar rights on the part of any holders of any class of securities of Purchaser. Except as disclosed in the SEC Documents, other than this Agreement, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating Purchaser, the Subsidiaries or any other such similar document affiliate of the foregoing, contingently or rule regarding otherwise, to issue or sell, or cause to be issued or sold, any shares of capital stock of any class of Purchaser, or any agreement securities convertible into or exchangeable for any such shares, are outstanding, and no authorization therefor has been given. There are no outstanding contractual or other rights or obligations to which or of Purchaser, the Subsidiaries or any affiliate of the foregoing to repurchase, redeem or otherwise acquire any outstanding shares of other equity interests of Purchaser. (e) Purchaser has timely filed with the U.S. Securities and Exchange Commission (the "Commission") all forms, reports and other documents required to be filed by it under the Securities and Exchange Act of 1934, as amended (the "Exchange Act") or the Securities Act of 1933, as amended (the "Securities Act") (as such documents have been amended through the date hereof, collectively, the "SEC Documents"). The SEC Documents, including without limitation any financial statements or schedules included therein, at the time filed, complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be. The consolidated financial statements of Purchaser included in the SEC Documents comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and fairly present (subject, in the case of the unaudited statements, to normal, recurring audit adjustments and for the absence of footnotes) the consolidated financial position of MRDN and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flow for the periods then ended. (f) The Stock of Purchaser is subject or by quoted on the OTC Markets under the symbol “MRDN.” Purchaser has not, in the twelve (12) months preceding the date hereof, received notice from any trading market on which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for shares of the appointment common stock of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors “Common Stock”) are or filed a petition for, have been listed or entered into an arrangement with, creditors, and Purchaser has not failed generally quoted to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation the effect that Purchaser is acting, directly not in compliance with the listing or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office maintenance requirements of Foreign Assets Control, and such trading market. Purchaser is not engaging in compliance in all material respects with all such listing and maintenance requirements and the Closing, directly or indirectly, on behalf of, or instigating or facilitating consummation of the transactions contemplated by this Agreement, directly Agreement do not violate any rules or indirectly, regulations of any trading market on behalf of, any such person, group, entity which shares of the common stock of Purchaser are or nationhave been listed.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby 8.1 Purchaser represents and warrants as followsto Receiver that, which representations and warranties shall be true and correct as of the date of ClosingEffective Date and the Closing Date: A. Purchaser (a) it is a limited liability company non-resident of Canada for the purposes of the Income Tax Act (Canada); (b) it is duly organized, validly existing and in good standing under the laws of the state jurisdiction of its formation, is authorized to transact business in the state where its Land is located, and incorporation; (c) it has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms to perform its obligations hereunder; (d) its execution and performance of this Agreement does not violate any lawful obligation applicable to it or its assets, including without limitation any applicable laws, any provision of its constating documents, any contract to which it is a party or any order or judgment of a court of competent jurisdiction; (collectively, e) the “information to be provided by Purchaser Documents”in the Applicant Disclosure Forms delivered to the AGLC will be complete and accurate in all respects; (f) it will have on the Closing Date (and to consummate it together with its affiliates have on the transactions contemplated herein. Purchaser has taken Effective Date) all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents funds required in order to complete the transaction contemplated by Purchaser this Agreement, on the terms contemplated in this Agreement; (g) its obligations hereunder are legal, valid and compliance binding, enforceable in accordance with the provisions their respective terms, subject to applicable bankruptcy or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of such documents by Purchaser will not violate the provisions general application regardless of the limited liability company agreement whether enforcement is sought in a proceeding in equity or any other such similar document or rule regarding Purchaserat law; (h) there is no action, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency claim, proceeding or petition governmental review in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser progress (nor is Purchaser contemplating any such filing)or, Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any personknowledge, group, entity or nation threatened) against Purchaser that Purchaser is acting, directly or indirectly, forchallenges, or on behalf ofmay have the effect of preventing, is named by any Executive Order (including the September 24delaying, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf ofmaking illegal, or instigating or facilitating otherwise interfering with, any of the transactions contemplated by this Agreement; and (i) neither Purchaser nor its agents have incurred as a result of the action of Purchaser or its agents any obligation or liability, directly contingent or indirectlyotherwise, on behalf for brokerage or finders’ fees or agents’ commissions or other similar payment in connection with this Agreement, and Purchaser will indemnify and hold Receiver harmless from any such payment alleged by any party to be due by or through Purchaser as a result of the action of Purchaser or its agents, which indemnification will survive the Closing or the termination of this Agreement. Receiver acknowledges that Purchaser received in January 2009 from Capital West Partners, acting as financial advisor to Evergreen, an “Investment Opportunity Executive Summary” with respect to the opportunity to purchase assets or equity securities of, any and/or to provide financing to, Evergreen, and that Purchaser’s receipt of such person, group, entity materials shall not be deemed “action of Purchaser or nationits agents” for purposes of this Section 8.1(i).

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, corporation validly existing and in good standing under the laws of the state jurisdiction of its formation, organization. Purchaser is authorized duly qualified and in good standing in each jurisdiction in which the nature of its business requires it to transact business in the state where its Land is located, and be so qualified. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform this Agreement and all other documents required or contemplated and instruments to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinAgreement. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of this Agreement by Purchaser, and the performance by Purchaser Documents of all of its obligations hereunder, have been duly authorized and approved prior to the date hereof by all necessary entity action. This Agreement has been duly executed and delivered by Purchaser and compliance constitutes its legal, valid and binding agreement, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the provisions availability of such documents specific performance, injunctive relief or other equitable remedies. (c) Except for the Court’s entry of the Sale Order, no consent, authorization, order or approval of, or filing or registration with, any governmental authority or other Person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement. (d) Neither the execution and delivery of this Agreement by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby, will not violate conflict with or result in a breach of any of the terms, conditions or provisions of the limited liability company certificate of formation or operating agreement or any other such similar document or rule regarding of Purchaser, or of any agreement or instrument to which Purchaser is a party or any of its properties is subject or by bound or any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award that is binding upon Purchaser, which Purchaser is boundbreach or conflict would materially affect Purchaser’s ability to perform its obligations hereunder. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), e) Purchaser has not made an assignment dealt with any person or entity who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment from Seller for arranging the benefit of creditors transactions contemplated hereby or filed a petition for, or entered into an arrangement with, creditors, and introducing the Parties to each other. (f) Purchaser has not failed generally and, at Closing, shall have sufficient cash on hand to pay its debts as they become due. D. Neither Purchaser nor the Purchase Price and to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property make all other necessary payments of fees and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging expenses in the Closing, directly or indirectly, on behalf of, or instigating or facilitating connection with the transactions contemplated by this Agreement, directly or indirectlyif any. (g) PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT, on behalf ofEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN SECTION 5.2 BELOW AND OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT OR THE ANCILLARY DOCUMENTS, any such personSELLER MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, groupEXPRESS OR IMPLIED, entity or nationWITH RESPECT TO ANY MATTER RELATING TO THE PURCHASED ASSETS INCLUDING, WITHOUT LIMITATION, INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED IN CONNECTION WITH THE PURCHASED ASSETS, THE VALUE OF THE PURCHASED ASSETS (OR ANY PORTION THEREOF), THE TRANSFERABILITY OF THE PURCHASED ASSETS, TITLE TO THE PURCHASED ASSETS (OR ANY PORTION THEREOF), OR ANY OTHER MATTER OR THING RELATING TO THE PURCHASED ASSETS OR ANY PORTION THEREOF. WITHOUT IN ANY WAY LIMITING THE FOREGOING, SELLER HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AS TO ANY PORTION OF THE PURCHASED ASSETS. PURCHASER FURTHER ACKNOWLEDGES THAT PURCHASER HAS CONDUCTED AN INDEPENDENT INSPECTION AND INVESTIGATION OF THE PHYSICAL CONDITION OF THE PURCHASED ASSETS AND ALL SUCH OTHER MATTERS RELATING TO OR AFFECTING THE PURCHASED ASSETS AS PURCHASER DEEMED NECESSARY OR APPROPRIATE AND THAT IN PROCEEDING WITH ITS ACQUISITION OF THE PURCHASED ASSETS, EXCEPT FOR ANY REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN SECTION 5.2, PURCHASER IS DOING SO BASED SOLELY UPON SUCH INDEPENDENT INSPECTIONS AND INVESTIGATIONS. ACCORDINGLY, PURCHASER WILL ACCEPT THE PURCHASED ASSETS AT THE CLOSING “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS” INCLUDING THE INVENTORY WHICH IS PURCHASED STRICTLY WITHOUT ANY POSSIBLE REPRESENTATIONS OR WARRANTIES.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserFor the purpose of inducing Seller to enter into this Agreement and to consummate the sale and purchase of the Property in accordance herewith, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct to Seller the following as of the date Effective Date and as of Closingthe Closing Date: A. (a) Purchaser is a an Ohio limited liability company duly organizedcompany, validly existing and in good standing under the laws of the state of its formation, formation set forth in the initial paragraph of this Agreement and is authorized qualified to transact do business in and is in good standing in the state where its Land the Property is located. Purchase and Sale Agreement Des Xxxxx Corners (b) Purchaser, acting through any of its duly empowered and authorized officers or members, has the full and unrestricted all necessary entity power and authority to execute transact the business in which it is engaged, and deliver has full power and authority to enter into this Agreement and all other documents required or contemplated by the terms of this Agreement (collectivelyAgreement, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the documents and instruments required of Purchaser Documents. B. herein, and to perform its obligations hereunder; and no consent not obtained of any of Purchaser’s partners, directors, officers or members is required to so empower or authorize Purchaser. The execution and delivery compliance with or fulfillment of the Purchaser Documents by Purchaser terms and compliance with the provisions of such documents by Purchaser conditions hereof will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaserconflict with, or result in a breach of, the terms, conditions or provisions of, or constitute a default under, any agreement to which Purchaser is subject a party or by which Purchaser is otherwise bound, which conflict, breach or default would have a material adverse effect on Purchaser’s ability to consummate the transaction contemplated by this Agreement. C. (c) No insolvency proceeding pending or, to the knowledge of Purchaser, threatened litigation involving Purchaser or petition any party having an ownership or controlling interest in bankruptcy Purchaser exists which if determined adversely would restrain or for otherwise adversely affect the appointment consummation of a receiver has been filed the transaction contemplated by this Agreement or against Purchaser would declare illegal, invalid or non-binding any of Purchaser’s obligations or covenants to Seller under this Agreement. (nor is Purchaser contemplating any such filing)d) Other than Seller’s Representations, Purchaser has not relied on any representation or warranty made an assignment by Seller or any representative of Seller, including Broker (as defined below), in connection with this Agreement and Purchaser’s acquisition of the Property. (e) Purchaser (which for this purpose includes its partners, members, principal stockholders and any other constituent entities) (i) has not been designated as a “specifically designated national and blocked person” on the benefit most current list published by the U.S. Treasury Department Office of creditors or filed a petition forForeign Assets Control at its official website, xxxxx://xxx.xxxxxxxx.xxx/ofac/downloads/sdnlist.pdf, or entered into an arrangement withat any replacement website or other replacement official publication of such list; (ii) is currently in compliance with and will at all times during the term of this Agreement (including any extension thereof) remain in compliance with the regulations of the Office of Foreign Asset Control of the Department of the Treasury and any statute, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action relating thereto; and (iii) or has not used and will not use funds from illegal activities for any portion of the United States Treasury Department as a terroristPurchase Price, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by including the Office of Foreign Assets Control, and Deposit. (f) (i) Purchaser is not engaging an “employee benefit plan” as defined in Section 3(3) of the ClosingEmployee Retirement Income Security Act of 1974 (“ERISA”), which is subject to Title I of ERISA, or a “plan” as defined in Section 4975(e)(1) of the Code, which is subject to Section 4975 of the Code; and (ii) the assets of Purchaser do not constitute “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the Code; and (iii)(a) Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA, and assets of Purchaser do not constitute plan assets of one or more such plans; or (b) transactions by or with Purchaser are not in violation of state statutes applicable to Purchaser regulating investments of and fiduciary obligations with respect to governmental plans. (g) No natural person owns a 25% or greater interest in Purchaser, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.. Purchase and Sale Agreement Des Xxxxx Corners

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, validly existing organized and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, Virginia and has the full power to enter into this Agreement and unrestricted power and authority to execute and deliver this Agreement and to perform all other documents duties and obligations imposed upon it hereunder, and Purchaser has obtained all necessary authorizations required or contemplated by in connection with the terms execution, delivery and performance of this Agreement and the transaction contemplated herein and has obtained the consent of all entities and parties (collectively, the “Purchaser Documents”whether private or governmental) and necessary to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of bind Purchaser to execute this Agreement; (b) Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and deliver sale transaction contemplated hereby, nor the Purchaser Documents.fulfillment of or compliance with the terms and conditions of this Agreement conflict with or will result in the breach of any of the terms, conditions or provisions of any agreement or instrument to which Purchaser, or any shareholder, partner or related entity or affiliate of Purchaser, is a party or by which Purchaser, any shareholder, partner or related entity or affiliate of Purchaser, or any of Purchaser’s assets is bound; B. The (c) No consent, waiver, approval or authorization is required from any person or entity (that has not already been obtained) in connection with the execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance with or the provisions of such documents performance by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated hereby. (d) Purchaser has not (a) commenced a voluntary case, or had entered against it a petition, for relief under any federal bankruptcy act or any similar petition, order or decree under any federal or state law or statute relative to bankruptcy, insolvency or other such similar document relief for debtors, (b) caused, suffered or rule regarding Purchaser, or any agreement consented to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by receiver, trustee, administrator, conservator, liquidator or against Purchaser similar official in any federal, state or foreign judicial or non-judicial proceeding, to hold, administer and/or liquidate all or substantially all of its property, or (nor is Purchaser contemplating any such filing), Purchaser has not c) made an assignment for the benefit of creditors or filed a petition forcreditors. (e) Purchaser will not be rendered insolvent in connection with, or entered into an arrangement withas a result of, creditors, and the performance by Purchaser has not failed generally to pay of its debts as they become dueobligations hereunder or the consummation of the transactions contemplated hereby. D. Neither (f) Purchaser nor to Purchaser’s knowledge (a) is not knowingly acting, directly or indirectly, for or on behalf of any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a other banned or blocked person, groupentity, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not or engaging in the Closingin, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly transaction for or indirectly, on behalf of, of any such person, group, entity or nation; (b) Purchaser is not engaging in this transaction, directly or indirectly, in violation of any laws relating to drug trafficking, money laundering or predicate crimes to money laundering; and (c) none of the funds of Purchaser to be utilized in this transaction have been or will be derived from any unlawful activity with the result that the Purchaser or the Property is subject to seizure, forfeiture or other such remedy or that this Agreement or the transactions hereunder are or will be in violation of law. The provisions of this Section 4.5(f) shall survive the Closing or any earlier termination of this Agreement. (g) Purchaser’s representations and warranties set forth in this Section 4.5 shall survive the Closing or termination of this Agreement for a period of one (1) year. As a condition precedent to Seller’s obligation to close the purchase and sale transaction contemplated in this Agreement, Purchaser’s representations and warranties contained herein must remain and be true and correct as of the Closing Date.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby The Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of to the date of ClosingReceiver that: A. (a) the Purchaser is a limited liability company corporation duly organizedincorporated, validly organized and existing and in good standing under the laws of Ontario; (b) the state of its formation, is authorized to transact business in the state where its Land is located, and Purchaser has the full power, authority and unrestricted power and authority right to execute enter into and deliver this Agreement and all other documents required or contemplated by the terms of to carry out its obligations hereunder; (c) this Agreement constitutes a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms; (collectively, d) the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company necessary corporate action required to authorize the appropriate member(s)entering into and performance by it of this Agreement and completion of the transactions contemplated herein and the entering into of this Agreement in completion of the transactions contemplated herein will not breach its constating documents, manager(sany agreement binding on the Purchaser, or Applicable Laws relating to the Purchaser; (e) there are no orders of or officer(sproceedings before or pending before any Governmental Authorities, or threatened to be brought by or before any Governmental Authorities by or against the Purchaser affecting the legality, validity or enforceability of this Agreement or the consummation of the transactions contemplated hereby by the Purchaser; (f) no authorizations, consents or approvals of, or filing with or notice to, any Governmental Authorities is required in connection with the execution, delivery or performance of this Agreement; (g) except for the Approval and Vesting Order, no consent, waiver, authorization or approval of any Person and no declaration to or filing or registration with any Governmental Authorities is required in connection with the execution and delivery by the Purchaser of this Agreement; (h) the Purchaser has available, or prior to the delivery of the Binding APA (as defined in the Sale Process) and at the Time of Closing will have, sufficient funding to enable the Purchaser to consummate the purchase of the Purchased Assets on the terms set forth herein and otherwise to perform all of the Purchaser’s obligations under this Agreement; (i) the Purchaser is registered under Part IX of the Excise Tax Act (Canada) with registration number that will be provided within one (1) Business Day of the date hereof; (j) the Purchaser is not a non-resident of Canada within the meaning of section 116 of the Tax Act; (k) there are no shareholder agreements, voting trusts or other agreements or understandings to which the Ultimate Parent, the Parent or any of its subsidiaries is a party with respect to the voting of the capital stock or other equity interests of the Ultimate Parent, the Parent or any of its subsidiaries or that the Receiver will be required to execute and deliver in connection with the Purchaser Documents. B. The execution and delivery issuance of the Purchaser Documents common shares in the capital of the Ultimate Parent to be issued to the Receiver contemplated by Purchaser this Agreement; (l) other than the hold period prescribed by applicable U.S. securities laws and compliance with the provisions legend prohibiting the transfer of the common shares in the capital of the Ultimate Parent to be issued to the Receiver pursuant to this Agreement until the date that is six months from the Closing Date, there are no other restrictions, whether imposed by applicable law or by Contract, on the transfer of such documents by Purchaser will not violate common shares; (m) the provisions issued and outstanding common shares in the capital of the limited liability company agreement Ultimate Parent are not listed on any stock exchange or any other such similar document or rule regarding Purchaser, or any agreement quotation system; (n) the Ultimate Parent has taken all necessary action to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for authorize the appointment issuance of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging common shares in the Closing, directly or indirectly, on behalf of, or instigating or facilitating capital of the transactions Ultimate Parent to be issued to the Receiver contemplated by this Agreement, directly and such common shares will, at the time of issuance, be validly issued and fully paid and non-assessable common shares in the capital of the Ultimate Parent; and (o) the common shares in the capital of the Ultimate Parent to be issued to the Receiver contemplated by this Agreement will be allotted and issued fully paid, free from all claims, encumbrances and equities whatsoever and with all rights attached thereto. Such shares will rank pari passu in all respects with, and be identical to, the existing common shares in the capital of the Ultimate Parent then issued and will rank in full for all dividends and other distributions declared, made or indirectly, paid on behalf of, any such person, group, entity or nationthe common shares in the capital of the Ultimate Parent after the date of issue.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants to Seller as follows, all of which representations and warranties shall be true and correct remade on the Closing Date as of the date of Closinga condition precedent to Seller’s obligation to close: A. (a) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Purchaser has the full and unrestricted right, power and authority authority, without the joinder of any other person or entity, to enter into, execute and deliver this Agreement and to perform all other documents required duties and obligations imposed on Purchaser under this Agreement. This Agreement is a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms; (b) Neither the execution nor the delivery of this Agreement, nor the consummation of the purchase and sale contemplated hereby, nor the fulfillment of or contemplated by compliance with the terms and conditions of this Agreement (collectively, conflict with or will result in the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) breach of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery any of the Purchaser Documents by Purchaser and compliance with the terms, conditions, or provisions of such documents by Purchaser will not violate the provisions of the limited liability company any agreement or any other such similar document or rule regarding Purchaser, or any agreement instrument to which Purchaser is subject a party or by which Purchaser or any of Purchaser’s assets is bound.; C. No insolvency proceeding (c) Both as of the Effective Date and the Closing Date, no bankruptcy, insolvency, rearrangement or similar action involving the Purchaser, whether voluntary or involuntary, is pending or, to Purchaser’s actual knowledge, threatened, and Purchaser has never filed a voluntary petition in bankruptcy; been adjudicated a bankrupt or insolvent or filed a petition or action seeking any reorganization, arrangement, recapitalization, readjustment, liquidation, dissolution or similar relief under any Federal bankruptcy act or for any other laws; sought or acquiesced in the appointment of a any trustee, receiver has been filed by or against Purchaser (nor is Purchaser contemplating liquidator of all or any such filing)substantial part of its assets, Purchaser has not or made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally admitted in writing its inability to pay its debts generally as they the same become due.; D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that (d) Purchaser is actingnot now nor shall it be at any time prior to or at the Closing be, directly an individual, corporation, partnership, joint venture, association, joint stock company, trust, trustee, estate, limited liability company, unincorporated organization, real estate investment trust, government or indirectly, forany agency or political subdivision thereof, or on behalf ofany other form of entity (collectively, is a “Person”) named by in any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit executive orders or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered lists published by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) as Persons with whom a United States citizen may not transact business or must limit their interactions to types approved by OFAC; (e) Purchaser represents, warrants and Purchaser covenants that it is not engaging using the assets of any (i) “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) “plan” (within the meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) or (iii) entity whose underlying assets include “plan assets” by reason of a plan’s investment in such entity, to fund its purchase of the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by Property under this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.. Purchaser’s representations and warranties set forth in this Section 4.3 shall survive the Closing for a period of nine (9) months. {10610630;2} 10

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserPurchaser represents, as warrants, and covenants to itself only, hereby represents and warrants as follows, which representations and warranties shall be true and correct as of the date of ClosingSeller that: A. (a) Purchaser (i) is a limited liability company corporation duly organized, validly existing and in good standing under the laws of the state State of its formation______, is authorized to transact business in the state where its Land is located, and (ii) has the full and unrestricted power and authority to purchase the Property and to execute and deliver this Agreement and all other documents required or contemplated by the terms of this Agreement hereby, and (collectively, the “Purchaser Documents”iii) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action actions and obtained all consents and approvals required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment consummation of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement. (b) This Agreement constitutes a valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms except as such enforcement may be limited by applicable bankruptcy, directly insolvency, reorganization, moratorium or indirectlyother laws of general application relating to or affecting enforcement of Creditors' rights generally, and the application of equitable principles in any action, legal or equitable. Purchaser is (or will be on behalf the Closing Date) validly formed, duly organized and in good standing under the laws of the state in which the Property is located. The execution of this Agreement and delivery of the Shares, and all required documents, Purchaser's performance of this Agreement and the transactions contemplated hereby have been duly authorized by all requisite action on the part of the Purchaser. Upon delivery of the Shares in accordance with the terms of this Agreement, the Shares will be duly and validly issued, fully-paid and non-assessable, and the holder thereof shall not be subject to any liability solely by being the holder thereof. (c) Neither the execution and delivery of, nor the performance under, this Agreement or any such personother document executed and delivered by the Purchaser (both contemporaneously herewith or at the Closing) in connection with this transaction is precluded by, groupwill conflict with, entity result in a breach of or nationviolate, any provision of (i) any existing Federal, state, local or other governmental or quasi-governmental law, statute, ordinance, restriction, rule or regulation, or (ii) any judgment, order decree, writ or injunction of any court or governmental department, commission, board, bureau, agency or instrumentality applicable to Purchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller, which representations and warranties shall be true and correct as of the date of Closingthat: A. a. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority to execute enter into and deliver perform (x) this Agreement and (y) all other documents required or contemplated and instruments to be executed by the terms of Purchaser pursuant to this Agreement (collectively, the “Purchaser Purchaser’s Ancillary Documents”) ). b. This Agreement has been, and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s)Purchaser’s Ancillary Documents will be, manager(s) or officer(s) duly executed and delivered by duly authorized officers of Purchaser to execute and, upon execution, will be valid and deliver the legally binding obligations of Purchaser, enforceable against Purchaser Documentsin accordance with their respective terms. B. The c. Neither the execution and delivery of the Purchaser this Agreement and Purchaser’s Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser’s Articles of Incorporation or by-laws, or of any statute or administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. d. Purchaser has filed all reports required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, as a public reporting company (the foregoing materials being collectively referred to herein as “SEC Reports”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Securities and Exchange Commission (the “Commission”) promulgated thereunder, none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of Purchaser included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements or the notes thereto, and fairly present in all material respects the financial position of Purchaser and compliance with its consolidated subsidiaries if any, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. e. Purchaser is currently listed in good standing on the OTC Bulletin Board (OTCBB) under the trading symbol XXXX.OB. f. The shares representing the Stock Consideration, upon issuance, will be validly issued, fully paid and non-assessable, and the issuance of the shares representing the Stock Consideration is not in violation of any of the provisions of such documents by Purchaser will not violate the provisions its Articles of the limited liability company agreement Incorporation or any other such similar document or rule regarding Purchaserby-laws, or any agreement to which Purchaser is subject agreements, instruments or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or other obligations entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationPurchaser.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as followsto Seller that: (i) Purchaser is an Ohio corporation, which representations duly organized and warranties shall be true and correct as validly existing pursuant to the law of the date jurisdiction of Closing:its organization. A. (ii) Purchaser is a limited liability company duly organized, validly existing authorized and in good standing under the laws of the state empowered to enter into this Agreement and perform all of its formationobligations under this Agreement without any qualification whatsoever. (iii) No consent or approval of any third party (including without limitation, any governmental or quasi-governmental authority) is authorized to transact business in the state where its Land is located, and has the full and unrestricted power and authority or was required by Purchaser to execute and deliver this Agreement or consummate this transaction. (iv) Upon the signing and all other documents required or contemplated by the terms delivery of this Agreement, it will be legally binding upon Purchaser in accordance with all of its provisions, except as such provisions may be qualified or limited by bankruptcy, creditor's rights and equitable principles. (v) The person signing this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. on behalf of Purchaser has taken all requisite company action required been duly authorized to authorize sign and deliver this Agreement on behalf of Purchaser. (vi) To the appropriate member(sbest of Purchaser's Knowledge (as hereinafter defined), manager(s) Purchaser has not committed any act or officer(s) permitted any action to be taken which would materially adversely affect its ability to perform all of Purchaser to execute and deliver the Purchaser Documentsits obligations under this Agreement. B. (vii) The execution and delivery of the Purchaser Documents this Agreement by Purchaser and compliance Purchaser's performance of it obligations under this Agreement shall not conflict with the provisions any law, statute, ordinance, regulation, order, directive or decree of such documents by Purchaser will not violate the provisions of the limited liability company any governmental or quasi-governmental authority or any contract, other agreement or any other such similar document or rule regarding Purchaser, or any agreement obligation to which Purchaser is subject a party or by which Purchaser is otherwise bound. C. No insolvency proceeding (viii) Except for Eugexx Xxxxxx xxx Chadxxxx & Xaylxx, xxither Purchaser nor its agents have dealt with any broker, finder or petition other person in bankruptcy connection with this transaction who is entitled to any Commission or for similar payment as a result of the appointment acts of a receiver has been filed by Purchaser or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become dueagents. D. Neither (ix) All copies of documents furnished or to be furnished to Seller by Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on its behalf of, is named by any Executive Order (including in connection with this transaction are true and complete copies of the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nationoriginals.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, organized and validly existing and corporation, is in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, Maryland and has the full and unrestricted power and authority to execute and deliver enter into this Agreement and all other documents required or contemplated by the terms of to perform its obligations under this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser DocumentsAgreement. B. (b) The execution and delivery of this Agreement has been or will be duly authorized by all necessary and appropriate corporate action of Purchaser. (c) No consent or approval of any person, entity, or governmental authority is required with respect to the Purchaser Documents execution and delivery of this Agreement by Purchaser and compliance with or the provisions of such documents consummation by Purchaser will not violate the provisions of the limited liability company agreement transactions contemplated hereby or any other the performance by Purchaser of its obligations under this Agreement except for such similar document or rule regarding Purchaser, or any agreement consents as shall be obtained by Purchaser prior to which Purchaser is subject or by which Purchaser is boundthe Closing. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. d) Neither Purchaser nor any of its affiliates, nor, to Purchaser’s knowledge knowledge, any personof their respective partners, groupmembers, entity shareholders or nation that Purchaser is acting, directly or indirectly, forother equity owners, or their respective employees, officers directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under any OFAC regulations (including those named on behalf ofOFAC’s Specially Designated and Blocked Persons List) or under any statute, is named by any Executive Order executive order (including the September 24, 2001, Executive Order blocking Blocking Property and Prohibiting Transactions With with Persons Who Commit, Threaten to Commit Commit, or Support Terrorism), or other governmental action and is not and will not assign or otherwise transfer this Agreement to, contract with or otherwise engage in any dealings of transactions or be otherwise associated with such persons or entities. (e) Purchaser is an experienced purchaser, owner and operator of hotels and real property such as the Property, and Purchaser acknowledges and agrees that Purchaser has made, or will make prior to Closing, such independent investigations, inspections, analyses and research as Purchaser has deemed necessary or appropriate (or, in the alternative, Purchaser has elected at its risk not to make such investigations, inspections, analyses and research), concerning the condition, ownership, use and operation of the Property, including, but not limited to, investigations, inspections, analyses and research of: (i) present and future Laws and restrictions concerning the use, location and suitability of the Property or any existing or proposed development or build-out or condition thereof, including, but not limited to, zoning, environmental, barrier removal and other such Laws; (ii) the necessity and availability of any building permits, environmental impact reports, or any other governmental permits, approvals, entitlements or acts in respect of the Property (collectively, “Approvals”); (iii) the necessity or existence of any dedications, fees, charges, costs or assessments that may be imposed in connection with any Laws or the United States Treasury Department as a terroristobtaining of any Approvals; (iv) the economic value of the Property; (v) the seismic and structural integrity of the Improvements; (vi) any surface, “Specially Designated National soil, subsoil, geologic or ground water conditions or other physical conditions of or affecting the Property; (vii) the extent or condition of title to the Property and Blocked Person,” the extent of existing encumbrances against the Property; (viii) the operation and management of the Hotel; (ix) any employment matters affecting the Hotel; and (x) the presence, use, transportation or storage of Hazardous Substances on, over, under or nearby the Property. (f) In entering into this Agreement, Purchaser is otherwise a banned or blocked personrelying solely upon (i) its own inspections, groupinvestigations, entity or nation pursuant research and analyses of the matters set forth in Section 4.2(e) above, and (ii) the express representations and warranties of Seller set forth in Section 4.1 above and elsewhere in this Agreement and in any documents to any law that is enforced or administered be delivered by the Office of Foreign Assets ControlSeller to Purchaser at Closing, and Purchaser is not engaging relying in any way upon any other representations, warranties, statements, plans, specifications, cost estimates, studies, reports, descriptions, guidelines or other information or material furnished by Seller, Manager, Existing Permittee or their representatives to Purchaser or its representatives, whether oral or written (all such matters herein referred to as the Closing“Delivered Information”), directly express or indirectlyimplied, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, of any nature whatsoever regarding any such personmatters. Except as otherwise provided in an express representation or warranty contained in Section 4.1 above and except as otherwise provided in Section 4.3 below, groupSeller shall have no liability with respect to the accuracy or completeness of the Delivered Information. (g) SUBJECT TO THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, entity or nationPURCHASER AGREES THAT: (i) PURCHASER SHALL ACCEPT THE PROPERTY IN ITS PRESENT STATE AND CONDITION AND “AS-IS WITH ALL FAULTS”; (ii) SELLER SHALL NOT BE OBLIGATED TO DO ANY RESTORATION, REPAIRS OR OTHER WORK OF ANY KIND OR NATURE WHATSOEVER ON THE PROPERTY (OTHER THAN AS REQUIRED BY SECTION 4.4(d)) AND, SPECIFICALLY, BUT WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, SELLER SHALL NOT BE RESPONSIBLE FOR ANY WORK ON OR IMPROVEMENT OF THE PROPERTY NECESSARY (x) TO CAUSE THE PROPERTY TO MEET ANY APPLICABLE HAZARDOUS WASTE LAWS, OR (y) TO REPAIR, RETROFIT OR SUPPORT ANY PORTION OF THE IMPROVEMENTS DUE TO THE SEISMIC OR STRUCTURAL INTEGRITY (OR ANY DEFICIENCIES THEREIN) OF THE IMPROVEMENTS; AND (iii) NO PATENT OR LATENT CONDITION AFFECTING THE PROPERTY IN ANY WAY, WHETHER OR NOT KNOWN OR DISCOVERABLE OR DISCOVERED AFTER THE CLOSING DATE, SHALL AFFECT PURCHASER’S OBLIGATION TO PURCHASE THE PROPERTY OR TO PERFORM ANY OTHER ACT OTHERWISE TO BE PERFORMED BY PURCHASER UNDER THIS AGREEMENT, NOR SHALL ANY SUCH CONDITION GIVE RISE TO ANY ACTION, PROCEEDING, CLAIM OR RIGHT OF DAMAGE OR RESCISSION AGAINST SELLER, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT. (h) PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY CLOSING DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING, NEITHER SELLER, MANAGER OR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, TRUSTEES, BENEFICIARIES, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES, ATTORNEYS, ACCOUNTANTS, CONTRACTORS, CONSULTANTS, AGENTS OR REPRESENTATIVES, NOR ANY PERSON PURPORTING TO REPRESENT ANY OF THE FOREGOING, HAVE MADE ANY REPRESENTATION, WARRANTY, GUARANTY, PROMISE, PROJECTION OR PREDICTION WHATSOEVER WITH RESPECT TO THE PROPERTY OR THE BUSINESS, WRITTEN OR ORAL, EXPRESS OR IMPLIED, ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY REPRESENTATION OR WARRANTY AS TO (I) THE CONDITION, SAFETY, QUANTITY, QUALITY, USE, OCCUPANCY OR OPERATION OF THE PROPERTY, (II) THE PAST, PRESENT OR FUTURE REVENUES OR EXPENSES WITH RESPECT TO THE PROPERTY OR THE BUSINESS, (III) THE COMPLIANCE OF THE PROPERTY OR THE BUSINESS WITH ANY ZONING REQUIREMENTS, BUILDING CODES OR OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE AMERICANS WITH DISABILITIES ACT OF 1990, (IV) THE ACCURACY OF ANY ENVIRONMENTAL REPORTS OR OTHER DATA OR INFORMATION SET FORTH IN THE DELIVERED INFORMATION PROVIDED TO PURCHASER WHICH WERE PREPARED FOR OR ON BEHALF OF SELLER, OR (V) ANY OTHER MATTER RELATING TO SELLER, THE PROPERTY OR THE BUSINESS.

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company corporation duly organized, validly existing and in good standing standing, under the laws of the state State of its formation, is authorized to transact business in the state where its Land is located, and Georgia. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform (i) this Agreement and (ii) all documents and instruments to be executed by Purchaser pursuant to this Agreement (collectively, "Purchaser's Ancillary Documents"). This Agreement has been, and Purchaser's Ancillary Documents will be, duly executed and delivered by and on behalf of Purchaser. (c) No consent, authorization, order or approval of, or filing or registration with, any governmental authority or other documents person is required or for the execution and delivery by Purchaser of this Agreement and Purchaser's Ancillary Agreements, and the consummation by Purchaser of the transaction contemplated by this Agreement and Purchaser's Ancillary Documents except for approvals of the transfer to Purchaser of the licenses and permits. (d) Neither the execution and delivery of this Agreement and Purchaser's Ancillary Documents by Purchaser, nor the consummation by Purchaser of the transaction contemplated hereby, will conflict with or result in a breach of any of the terms, conditions or provisions of Purchaser's Certificate of Incorporation or Bylaws, or of any statute or 10 administrative regulation, or of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award. (e) Purchaser is not a party to any unexpired, undischarged or unsatisfied written or oral contract, agreement, indenture, mortgage, debenture, note or other instrument under the terms of which performance by Purchaser according to the terms of which performance by Purchaser according to the terms of this Agreement will be a default, or whereby timely performance by Purchaser according to the terms of this Agreement may be prohibited, prevented or delayed. (collectivelyf) Neither Purchaser, nor any of its Affiliates has dealt with any person or entity who is or may be entitled to a broker's commission, finder's fee, investment banker's fee or similar payment for arranging the “Purchaser Documents”transaction contemplated hereby or introducing the parties to each other. As used herein, an "Affiliate" means (i) any person or entity directly or indirectly controlling, controlled by, or under common control with another person or entity, (ii) any person or entity owning or controlling 10% or more of the outstanding voting securities of another person or entity, (iii) any officer, director, partner or employee of any person or entity, and to consummate the transactions contemplated herein. Purchaser has taken all requisite (iv) any company action required to authorize the appropriate member(sfor which a person, classified as an Affiliate by virtue of (i), manager(s(ii), or (iii) supra, acts as an officer, director, partner or officer(s) of Purchaser to execute and deliver the Purchaser Documentsemployee. B. The execution and delivery of the (g) Purchaser Documents by Purchaser and compliance is familiar with the provisions of such documents by Purchaser will not violate Purchased Assets, including the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditorslicenses and permits, and Purchaser has not failed generally shall acquire the same subject to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property all conditions and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Controlrestrictions set forth therein, and Purchaser is not engaging all obligations and liabilities of Seller thereunder or in the Closingconnection therewith, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.except for those specified herein as Excluded Liabilities

Purchaser’s Representations and Warranties. Each individual entity comprising Purchaser, as to itself only, hereby Purchaser represents and warrants as follows, which representations and warranties shall be true and correct as of the date of Closingto Seller that: A. (a) Purchaser is a limited liability company duly organized, validly corporation existing and in good standing under the laws of the state of its formation, is authorized to transact business in the state where its Land is located, and Germany. (b) Purchaser has the full and unrestricted power and authority to execute enter into and deliver perform this Agreement and all other documents required and instruments to be executed by Purchaser pursuant to or contemplated by the terms of in connection with this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated hereinAgreement. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of this Agreement by Purchaser, and the performance by Purchaser of all of its obligations hereunder, have been duly authorized and approved prior to the date hereof by all necessary corporate action. This Agreement has been duly executed and delivered by the Purchaser Documents by Purchaser and compliance constitutes its legal, valid and binding agreement, enforceable against it in accordance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is boundlaws affecting creditors’ rights and remedies generally. C. (c) No insolvency proceeding consent, authorization, order or petition in bankruptcy or for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become due. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf approval of, or instigating filing or facilitating registration with, any governmental authority or other person is required for the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated by this Agreement. (d) Neither the execution and delivery of this Agreement by Purchaser, directly nor the consummation by Purchaser of the transactions contemplated hereby, will conflict with or indirectlyresult in a breach of any of the terms, on behalf ofconditions or provisions of the constituent organizational and governing documents of Purchaser, or of any such personagreement or instrument to which Purchaser is a party or any of its properties is subject or bound or any statute or administrative regulation, groupor of any order, writ, injunction, judgment or decree of any court or governmental authority or of any arbitration award that is binding upon Purchaser. (e) Purchaser has not dealt with any person or entity who is or nationmay be entitled to a broker’s commission, finders fee, investment bankers fee or similar payment from Seller for arranging the transaction contemplated hereby or introducing the parties to each other.

Purchaser’s Representations and Warranties. Each individual entity comprising PurchaserSection 12.01. To induce Seller to enter into this Agreement, as to itself only, hereby represents and warrants as follows, which Purchaser makes the following representations and warranties shall be warranties, all of which Purchaser represents are true and correct in all material respects as of the date hereof and shall be true in all material respects as of the Closing Date and shall be deemed to be made as of that date. (a) The execution, delivery and performance of this Agreement and consummation of the transaction hereby contemplated in accordance with the terms of this Agreement will not violate any material contract, agreement, commitment, order, judgment or decree to which Purchaser is a party or by which it is bound, and Purchaser has obtained (or will, by the Closing:, have obtained) all consents necessary (whether from a governmental authority or other third party) in order for it to consummate the transactions contemplated hereby. A. (b) The party or parties executing this Agreement on behalf of Purchaser have been duly authorized and are empowered to bind Purchaser to this Agreement and to take all actions required by this Agreement. (c) Upon the full execution and delivery of this Agreement by Purchaser to Seller, this Agreement shall be the binding obligation of Purchaser, enforceable against Purchaser in accordance with the terms hereof. (d) No action, suit or proceeding is pending or, to Purchaser's knowledge, threatened against Purchaser which would materially adversely affect Purchaser's financial condition or its ability to fully perform its obligations pursuant to this Agreement. (e) The execution and delivery of this Agreement and the performance by Purchaser of its obligations hereunder do not and will not conflict with or violate any law, rule, judgment, regulation, order, writ, injunction or decree of any court or governmental or quasi- governmental entity with jurisdiction over Purchaser, including, without limitation, the United States of America, the State in which the Property is located or any political subdivision of any of the foregoing, or any decision or ruling of any arbitrator to which Purchaser is a party or by which Purchaser is bound or affected and no consent of any governmental agency is required. (f) Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the state State of its formation, New York and is authorized to transact conduct business under the laws of the State of New York. All representations and warranties of Purchaser contained in the state where its Land is located, and has the full and unrestricted power and authority to execute and deliver this Agreement and all other documents required or contemplated by shall survive the terms of this Agreement (collectively, the “Purchaser Documents”) and to consummate the transactions contemplated herein. Purchaser has taken all requisite company action required to authorize the appropriate member(s), manager(s) or officer(s) of Purchaser to execute and deliver the Purchaser Documents. B. The execution and delivery of the Purchaser Documents by Purchaser and compliance with the provisions of such documents by Purchaser will not violate the provisions of the limited liability company agreement or any other such similar document or rule regarding Purchaser, or any agreement to which Purchaser is subject or by which Purchaser is bound. C. No insolvency proceeding or petition in bankruptcy or Closing for the appointment of a receiver has been filed by or against Purchaser (nor is Purchaser contemplating any such filing), Purchaser has not made an assignment for the benefit of creditors or filed a petition for, or entered into an arrangement with, creditors, and Purchaser has not failed generally to pay its debts as they become dueSurvival Period. D. Neither Purchaser nor to Purchaser’s knowledge any person, group, entity or nation that Purchaser is acting, directly or indirectly, for, or on behalf of, is named by any Executive Order (including the September 24, 2001, Executive Order blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit or Support Terrorism) or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person,” or is otherwise a banned or blocked person, group, entity or nation pursuant to any law that is enforced or administered by the Office of Foreign Assets Control, and Purchaser is not engaging in the Closing, directly or indirectly, on behalf of, or instigating or facilitating the transactions contemplated by this Agreement, directly or indirectly, on behalf of, any such person, group, entity or nation.